Raising outside capital is one of the most legally significant events in the life of a startup. Before you hand a term sheet to an investor, or accept one, your legal house needs to be in order. Investors conduct due diligence, and what they find (or fail to find) in your corporate records will directly affect their confidence in your management team, the terms they offer, and whether the deal closes at all.

If you are planning to raise capital for your business through a private offering, there is a term in the federal securities laws you absolutely need to understand: “bad actor.”

If you operate a business in Florida, you may have heard the terms “fictitious name,” “DBA” (doing business as), or “trade name.” These terms are often used interchangeably, but in Florida the formal legal concept is the fictitious name, governed by the Florida Statutes.

For emerging companies, raising capital in compliance with U.S. securities laws can feel like navigating a maze. Traditional registered public offerings are costly and time-intensive, while private placements restrict the investor pool.

Raising capital is one of the most important — and legally complex — steps in the life of a startup or small business. While many founders are familiar with federal securities laws, fewer understand the critical role of state securities regulations, commonly known as Blue Sky laws.