Insights and updates

From emerging regulation to deal mechanics, we write about the questions founders and investors actually ask — practical analysis you can put to work.

Road Show

A road show is a series of presentations by a company’s management to potential investors, typically conducted before an IPO, major debt offering, or significant fundraising round, to generate interest and gauge demand.

Restricted Stock

Restricted stock is company stock granted to employees or executives that is subject to vesting conditions and trading restrictions, typically forfeited if the employee leaves before vesting is complete.

Restricted Stock Purchase Agreement

An RSPA is a legal contract used when issuing restricted stock to founders or employees, defining the purchase terms, vesting schedule, and the company’s right to repurchase unvested shares upon termination.

Redline

Redlining is the process of marking up a document (typically a contract) to show proposed changes, deletions, and additions, standard practice in legal negotiations where parties track revisions.

Ratchet

A ratchet is an anti-dilution protection mechanism that adjusts the conversion price of preferred shares downward if new shares are issued at a lower price, protecting early investors from dilution in a down round.

Qualified Financing

Qualified financing is a defined threshold of fundraising specified in convertible notes or SAFE agreements that triggers automatic conversion of those instruments into equity, typically requiring a minimum investment amount.

Share Purchase Agreement (SPA)

A Share Purchase Agreement (SPA) is the definitive contract documenting the sale and purchase of shares in a company — typically the central legal instrument in an M&A transaction structured as a share deal (as distinct from an asset deal, which is documented through an Asset Purchase Agreement).

Pump and Dump

Pump and dump is a fraudulent investment scheme where perpetrators artificially inflate the price of an asset through misleading promotions, then sell their holdings at the inflated price, leaving other investors with losses.

Proxy Voting

Proxy voting allows a shareholder who cannot attend a company meeting to authorize another person or entity to vote on their behalf, commonly used in public company governance and investment fund management.

Pro Rata Rights

Pro rata rights (also called preemptive rights or participation rights) are contractual rights granting existing preferred investors the option to purchase a proportional share of new equity issuances in subsequent financing rounds — preserving the investor’s ownership percentage by allowing them…