From emerging regulation to deal mechanics, we write about the questions founders and investors actually ask — practical analysis you can put to work.
A killer feature is the single capability of a product that does most of the work converting prospects into paying customers. Unlike marketing taglines or feature inventories, the killer feature is the specific thing that, when a prospect understands it, makes the buying decision feel inevitable.
Unique insight is the contrarian-but-correct belief about a market, technology, or customer behaviour that gives a startup its initial advantage.
A home run is venture capital slang for an outlier portfolio outcome — typically defined as a 30-50×+ return on invested capital, meaningfully large enough to “return the fund” by itself.
A statutory merger is the direct combination of two entities under corporate statute — one entity absorbs the other, with the absorbed entity ceasing to exist and the surviving entity inheriting all assets and liabilities.
A forward triangular merger is an acquisition structure in which the target company merges into a wholly-owned subsidiary of the acquirer, with the subsidiary surviving and the target ceasing to exist.
A tax indemnification clause in an M&A agreement allocates between buyer and seller the risk of pre-closing tax liabilities — taxes that arose before the closing date but may be assessed after.
A gross-up clause requires the payer of a sum (interest, fees, dividends, royalties) to increase the payment amount so that, after deduction of any applicable withholding tax, the recipient receives the originally promised net amount.
An anti-flipping clause is a contractual provision restricting founders’ ability to sell shares within a defined period after a financing round — typically 12-36 months.
The Pareto principle (the 80/20 rule) states that roughly 80% of outcomes come from 20% of causes. Named after Italian economist Vilfredo Pareto, who observed in 1896 that 80% of Italy’s land was owned by 20% of the population.
ZIRP (Zero Interest Rate Phenomenon) describes the post-2008 monetary regime in which major developed-economy central banks held policy interest rates at or near zero — the US Federal Reserve from December 2008 through 2015, then again from March 2020 through March 2022; the ECB and Bank of Japan…
