Wiggin and Dana to Publish an Article Series titled "Legal Issues for High-Growth Technology Companies"
Wiggin and Dana is excited to be publishing an informative article series titled "Legal Issues for High-Growth Technology Companies" in the National Law Review. Wiggin and Dana attorneys have a deep understanding of the many issues facing emerging growth companies. We offer invaluable perspective and deliver enhanced, one-stop services to our clients by leveraging our deep network and multidisciplinary capabilities. Our article series is intended to provide high-growth companies with a roadmap on how to navigate many of the obstacles and pitfalls they might face during their life cycle and help them navigate the rigorous due diligence scrutiny of investors, lenders, strategic partners and underwriters.
To read the articles, click the respective titles.
Choice of Entity: Tax Implications
by Peter Gruen and Amy Drais
This post will provide a high level overview of the tax implications of each type of entity from a variety of perspectives: taxation of the entity, taxation of its owners and employees and concerns of potential investors. The entities to be discussed are limited liability companies, partnerships, C corporations and S corporations.
Risk Considerations in Commercial Contracts with Customers
by Sarvesh Mahajan
Are You an Exporter? You Might Be. The Often Overlooked Controls on Software with Encryption Capacity
by Daniel Goren and Tahlia Townsend
Given the common use of encryption in software today, and an increasingly global market for software products, it is important for companies, particularly emerging ones, to recognize that software with cryptographic functionality is controlled by U.S. export law. The consequences of not recognizing the export compliance obligations associated with encryption products could be costly, and not only because regulators might catch a company breaking the law (and have the power to impose penalties even for unintentional violations). Start-ups being acquired by larger companies may have to disclose non-compliance with export law in the due diligence process leading up to purchase, forcing money into holdback escrows to serve as security for the buyer, which will inherit liability for any violations and understandably look to shunt any successor liability and compliance expenses to the seller in the deal. Luckily, avoiding this outcome is relatively easy, if a company making or selling software expends minimal effort to: (1) know if their product is of the type that concerns the U.S. government; and (2) satisfy their export compliance obligations, which may amount to little more than submitting an annual "self-classification" report to the government by email.
Blinded by the Price: From Enterprise Value to Net Payment at Closing
by James Greifzu and Aaron Baral