Writing
Plain-English commentary on M&A, PE, and VC structure.
Short essays. Public-record and public-filing commentary only. Operator-aware framing.
All M&APrivate equityVenture capitalOffshore structuresCaymanBVICross-borderFund formationDiligenceDraftingEarnouts
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The operator test for deal terms
A deal term is only as good as the operator who has to live with it. A practical lens for reading M&A and PE documentation.
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Cayman vehicles in middle-market PE, when they earn their keep
U.S. sponsors do not need a Cayman parallel fund for every deal. Here is when the structure actually pays for itself and when it is just paperwork.
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Side letters in venture funds, in plain English
A side letter is whatever the LPA does not give you. Reading them well is half the job of LP counsel and most of the job of a fund admin.
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The BVI Business Company as a corporate holdco
Why the BVI Business Company still shows up in cross-border deal structures and what U.S. counsel should know before drafting around it.
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Earnouts that survive contact with the operator
Most earnouts pay zero. Here is how to draft the ones that pay what they should and how to spot the ones that will not.
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Director resolutions across jurisdictions
Closing a cross-border deal in two time zones means signing the same resolutions twice in formats that do not agree. Here is how to keep the calendar from breaking the deal.