Albany Startup Attorneys & Lawyers

Updated July 31, 2020: 

What is a Cap Table?

A capitalization table (or “cap table”) is a spreadsheet that, generally speaking, lists all of a company’s securities (stock, warrants, options, etc.) and who owns them. Put another way, a cap sheet is a ledger that lists the investors in a company, along with each investor’s percentage of ownership, equity value and dilution, and other related information. Cap sheets are most commonly used in the early stages of a startup or venture, often created before any other initial company documents are created. A fully-diluted cap table will show the percentage ownership in the company for each investor, assuming that all

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What Is Specific Performance?

Specific performance is the legal concept that anyone who signs a contract is bound to the terms of the contract. It encompasses the idea that all parties to a contract are bound by the exact terms stated in that contract and that there are remedies that a wronged party can pursue when someone is in breach of those terms. These remedies include filing a lawsuit to collect damages or seeking a court order requiring the infringing party to live up to their obligations. The latter remedy is specific performance. 

Specific performance remedies require taking a hard stance as to the language in the contract. It is important because it carries the weight of the courts behind it to hold contractors to their agreements. If a party fails to uphold their end of the bargain, they can be fined, held in contempt of co

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Updated July 20, 2020: 

What Is Preferred Return?

A preferred return—simply called pref—describes the claim on profits given to preferred investors in a project. The preferred investors will be the first to receive returns up to a certain percentage, generally 8 to 10 percent. Once you reach this profit percentage, the excess profits are split among the rest of the investors as agreed upon in negotiations. This type of return is most commonly used in real estate investment.

How Is the Preferred Return Calculated?

There are three main questions when it comes to calculating the preferred return:

• Is it compounded or non-compounded? Compounded means that the calculation of a preferred return periodic growth amount comes from the amount of invested capital plus all previously earned but unpaid amounts.

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What Are Co-sale Rights?

Co-sale rights, also known as tag-along or (less often) take-me-along rights, are the rights of minority shareholders to join in when the majority shareholder or the founders sell their stock. Therefore, if the company's original owner sells his or her stock to a corporation for $20 per share, every investor with a co-sale right can get the same deal.

Co-sale rights are usually paired with the right of first refusal, or ROFR. With an ROFR clause, a company or its shareholders can buy the majority shareholder's stock if he or she decides to sell to a third party. This lets the current investors keep control of the company in case they don't like the third-party investor.

For example, say a company called Un

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How Callable Preferred Stock Works

Callable preferred stock is simply preferred stock that can be repurchased or redeemed by the issuer business - in this case, your business.  The issuer has the option to repurchase the stock according to terms set out in the prospectus, a special type of contract that covers an investment offering.

Callable preferred stock is the “best of both worlds,” so to speak - with callable preferred stock, you can enjoy the benefits of both equity and debt financing while avoiding the drawbacks. When you issue callable preferred stock, you can raise funds without having to make loan payments or give up a permanent stake in your company.

There are four key terms related to the issuance of

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