If you are thinking about forming an LLC in Ohio for your new business, you may want to think again. And if you are a member of an existing Ohio LLC, the Ohio legislature just signed you up for a non-compete agreement with that LLC. Recently passed legislation made many positive changes, but it also made some changes to the LLC statute that seriously bring into question if an Ohio LLC is a viable option any more for selecting what type of entity that a new business will operate under.

Who really cares about all of those boilerplate provisions at the end of your purchase agreement? Well, you will if your deal ever blows up. This is the first in a series of blog posts where we will talk about some of those boilerplate provisions and what they mean.

Complying with federal securities laws is no simple task. Entrepreneurs fight that battle every day when raising money for their emerging companies. That is why guys like me have a job. Things just got a little bit easier, however, thanks to President Barack Obama signing into law one of the most significant bills in recent memory, as far as emerging companies are concerned. The Jumpstart Our Business Startups Act is designed to make it easier for emerging companies to raise private capital and also reduces some of the administrative burdens associated with ultimately taking the company public via an initial public offering.

Everyone has his or her list of pet peeves when it comes to paperwork aspect of dealmaking. I’m no different. This may come as a bit of a surprise, but my biggest pet peeve is overlawyering. Far more often than not, counsel purporting to serve as a zealous advocate for his or her client will fight tooth and nail over every negotiable aspect of a transaction, often with no real thought as to the business realities or overall applicability of the particular issue being discussed, whether big or small. Competitive spirit and the clash of egos between the “combatants” devolve the discussion into mini battlefields, where “victory” over the subject at hand is the only acceptable outcome.

Data suggests that Canadian buyers have quietly (or maybe not so quietly) become a force to be reckoned with in the M&A marketplace. M&A activity in Canada, and outside Canada by Canadian players, was robust in 2011. Nearly $190 billion worth of transactions were announced in 2011, and the number of deals - 3,173 - was an all time high.

Founder vesting. It’s a subject that causes heartburn with all first-time entrepreneurs. I can spend this entire blog post on the reasons I’m given as to why first-time co-founders should not be subject to vesting. Guess what? Those reasons fall on deaf ears, with two notable exceptions, which I’ll detail later in this post. Equity is something that is either purchased or earned over time. Not something that that a co-founder is entitled to just because he or she is part of the initial team.

Sometimes change is good. Too often investors and entrepreneurs just stick with the status quo, in terms of structuring a venture capital or private equity investment. One notable example is requiring that target portfolio companies formed as limited liability companies reincorporate into a “C” corporation because…well…that is just how it is always done. Actually, the decision is a bit more thoughtful than that.

Great news for venture capital investors. The feds have announced a first-come, first-serve funds matching program to try and get some liquidity back into startup companies, which the government believes is the lifeblood of the US economy.

Let's just jump right to the unadulterated truth. I'm a deal junkie. And I've been a deal junkie for nearly a decade and a half. In fact, I can still vividly recall the day that it happened. It was a Friday in mid-May 1997. I don't remember the precise date. The date doesn't matter. But I do remember the time, 4:30 pm, because it was happy hour time. My first happy hour, in fact, as a summer associate at a leading Silicon Valley law firm.

Making the decision to take the entrepreneurial leap is one of the more difficult, and oftentimes exciting, decisions that someone makes in his or her career. The old adage that there is safety in numbers certainly applies, particularly when talking about emerging technology companies. Two, three, or four similarly minded individuals with complementary skills band together in an attempt to take an idea and transform it into a thriving business. Among the first questions to be decided among the founders is the equity split. Time and time again, a group of founders will reach out to me to advise them on forming their new venture and, when I pose the question of equity splits, the most common initial answer, particularly from first-time founders, is an equal split among the group. To be frank, splitting the equity equally among is rarely the right answer.