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Stay in the know with the latest news and expert insights from StartSmart Counsel. Our dedicated team of advisors regularly shares valuable updates, industry trends, and business wisdom to help you navigate the entrepreneurial journey. Explore our curated collection of news articles and blog posts to gain valuable insights and stay ahead in your startup endeavors.

Structuring GP Catch-Up and Waterfall Provisions: Legal Best Practices for Private Funds
Liz Komatsu Liz Komatsu

Structuring GP Catch-Up and Waterfall Provisions: Legal Best Practices for Private Funds

Designing a fund's economic structure is one of the most important components of private fund formation. Among the most negotiated elements are the General Partner (GP) catch-up and waterfall provisions—mechanisms that govern how profits are distributed between the Limited Partners (LPs) and the GP. These provisions directly affect fund economics, investor alignment, and long-term fund performance.

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Using Side Letters Strategically: Legal Best Practices for Private Fund Managers
Liz Komatsu Liz Komatsu

Using Side Letters Strategically: Legal Best Practices for Private Fund Managers

Side letters are a powerful and flexible tool in private fund formation, allowing fund managers to tailor specific terms to individual investors without amending the main limited partnership agreement (LPA). However, misusing or poorly managing side letters can expose a fund to serious legal, compliance, and operational risks. In today’s regulatory climate, institutional LPs and the SEC expect transparency, consistency, and robust governance around side letter practices.

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Cross-Border Investing: Legal Considerations
Liz Komatsu Liz Komatsu

Cross-Border Investing: Legal Considerations

Cross-border investing presents significant opportunities for venture capital, private equity, and growth investors seeking to diversify portfolios and access emerging markets. However, international investments come with complex legal, regulatory, and operational risks. Understanding and mitigating these challenges is essential for fund managers, institutional investors, and multinational startups.

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What to Know About Secondaries and Legal Transfer Rights
Liz Komatsu Liz Komatsu

What to Know About Secondaries and Legal Transfer Rights

The secondary market for private fund interests—commonly known as "secondaries"—has become an essential feature of venture capital (VC), private equity (PE), and growth equity ecosystems. As liquidity demands among Limited Partners (LPs) increase, understanding the legal intricacies of secondary sales and transfer rights is critical for fund managers, LPs, and startup founders involved in secondary transactions.

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Legal Playbook for Rolling Funds: Structuring Compliance and Fundraising for Scalable Success
Liz Komatsu Liz Komatsu

Legal Playbook for Rolling Funds: Structuring Compliance and Fundraising for Scalable Success

Fund manager transitions—whether due to planned succession, restructuring, or unforeseen departures—require clear legal documentation and strategic planning to ensure operational continuity, maintain Limited Partner (LP) confidence, and preserve fund performance. As LPs and regulators place growing emphasis on governance and transparency, documenting these transitions has become essential.

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Navigating the FTC's New "Click-to-Cancel" Rule: Key Legal Implications for Businesses
Liz Komatsu Liz Komatsu

Navigating the FTC's New "Click-to-Cancel" Rule: Key Legal Implications for Businesses

The Federal Trade Commission (FTC) recently introduced the "Click-to-Cancel" rule, a regulation aimed at simplifying subscription cancellations for consumers. This rule, part of a broader initiative to combat deceptive or burdensome subscription practices, has far-reaching implications for startups and businesses that offer recurring billing services. Understanding and complying with the rule is essential to mitigate legal risks and maintain customer trust.

This article explores the legal requirements of the "Click-to-Cancel" rule and outlines strategic compliance considerations for business owners.

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CFPB Signals Regulatory Shift in Buy Now, Pay Later Oversight
Jennifer Newton Jennifer Newton

CFPB Signals Regulatory Shift in Buy Now, Pay Later Oversight

On May 6, 2025, the Consumer Financial Protection Bureau (CFPB) announced a notable recalibration of its enforcement priorities, stating it will no longer emphasize actions based on its 2024 interpretive rule concerning Buy Now, Pay Later (BNPL) loans under Regulation Z. This development marks a significant regulatory pivot, particularly for fintech lenders, e-commerce platforms, and financial institutions engaged in offering installment-based credit products.

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