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.

Hedge Fund

A hedge fund is an alternative investment fund that uses pooled capital from accredited investors to pursue high-return strategies including leverage, short selling, derivatives, and arbitrage, typically targeting absolute returns.

Go-Shop

A go-shop provision in an M&A deal allows the target company to actively solicit and negotiate with other potential buyers for a limited period after signing a merger agreement, seeking a better offer.

Golden Parachute

A golden parachute is a lucrative compensation package for senior executives that is triggered upon termination following a company acquisition or merger, designed to attract and retain top talent.

General Solicitation

General solicitation refers to publicly advertising or broadly marketing a securities offering to potential investors, traditionally prohibited in private placements but now allowed under certain conditions in the US (Rule 506(c)).

Fully-Diluted Basis

Fully-diluted shares represent the total number of common shares outstanding if all convertible securities, options, warrants, and other equity instruments were exercised or converted, showing maximum potential dilution.

Full Ratchet

Full ratchet is the most investor-protective anti-dilution provision, adjusting the conversion price of existing preferred shares to match the lowest price of any new shares issued in a down round.

Friends and Family Round

A friends and family round is the earliest form of startup funding, where the founder raises capital from their personal network — friends, family, and close contacts — before seeking institutional investors.

Freeze Out

A freeze-out (or squeeze-out) is a technique used by majority shareholders to force minority shareholders to sell their shares, typically through a merger or acquisition transaction at a court-appraised fair value.

Foreign Qualification

Foreign qualification is the process by which a corporation registered in one US state obtains authorization to conduct business in another state, required before legally operating across state lines.

Foreign Corrupt Practices Act (FCPA)

The FCPA is a US federal law prohibiting companies and individuals from bribing foreign government officials to obtain or retain business, with extraterritorial reach covering non-US companies listed on US exchanges.