When founders tell me they “don’t have time” for thought leadership, I usually ask one question: If your ideal client were choosing between you and a competitor tomorrow, what would they find about you in two minutes on Google?

When over 90% of consumers say they trust recommendations from people they know, and trust peer recommendations more than ads, your reputation as an individual expert is more powerful than your brand’s marketing in 2026.

Thought leadership is not about ego, it is about using your experience to solve real problems in public forums, in a way that builds trust, opens doors, and drives commercial outcomes.

In one Edelman-LinkedIn B2B study, 73% of decision-makers said an organization’s thought leadership content is a more trustworthy basis for assessing its capabilities than its marketing materials, and almost 60% said thought leadership had directly led them to award business to a company.

Here is a practical playbook for entrepreneurs who want to move from “best-kept secret” to go-to expert without a Fortune 500 budget.

1. Get Clear on the Problem You Own

The most effective thought leaders are known for one thing first, not ten. Decision-makers are time-poor and will mentally tag you against a specific problem you reliably solve.

Start by answering three questions in one sentence: who you help, what problem you solve, and what outcome you create. For example: “I help B2B fintech founders turn complex regulation into simple messages that win regulator support and investor trust.” If a 13-year-old cannot repeat your sentence back, it is not clear enough.

Once defined, use this positioning everywhere your name appears, such as your LinkedIn headline, social bios, speaker profiles, and bylines. Consistent framing helps people and algorithms associate you with a specific set of problems.

2. Use Content As Proof, Not Promotion

Strong thought leadership content does three things: it teaches something useful, shows how you think, and proves you understand the stakes. In the Edelman-LinkedIn research, decision-makers said they were more likely to consider working with organizations that consistently produce high-quality thought leadership, and many were willing to pay a premium to do so.

You do not need to publish daily, but you do need depth and consistency:

● Publish one substantial piece of content per week, such as an article, deep-dive LinkedIn post, or newsletter, that tackles a real question your clients are asking right now.

● Aim for specificity over breadth. For example, replace “how to build a brand” with “how early-stage climate-tech founders can talk about impact without over-claiming.”

● When you share results, include numbers where you can, such as regulator approvals won, time saved, revenue unlocked, or complaints reduced.

Think of each piece as a smart sample of how it feels to work with you. Over time, this library becomes a persistent asset that works while you sleep.

3. Turn LinkedIn into Your Primary Stage

For most experts, LinkedIn is the highest-ROI platform for thought leadership distribution. B2B decision-makers actively use it to vet potential partners and providers, and Edelman’s research shows that high-quality thought leadership can make buyers more receptive to outreach and more willing to pay a premium.

A simple, sustainable approach:

● Optimize your profile to match your positioning. For example, use a headline that states who you help, the problem you solve, and the outcome you create.

● Post three to five times a week, mixing short perspectives, anonymized client lessons, and links to your deeper content.

● Spend at least as much time commenting thoughtfully on others’ posts as posting your own, because intelligent comments on the right threads often generate more opportunities than your own content.

Treat LinkedIn as an ongoing conversation with your market, not a broadcast channel. The goal is repeated, intelligent visibility to the people who need you most.

4. Other People’s Platforms Can Accelerate Trust

Publishing on respected outlets accelerates credibility because you are able to borrow trust from the masthead. To get there, start where the bar is high but realistic:

● Make a list of five to ten niche industry publications or newsletters your buyers already read.

● Study their last ten articles, looking at topics, structure, word count, and tone.

● Pitch ideas that offer a clear, contrarian or experience-based angle, not generic “how to” content.

Once you have a track record in targeted outlets, you can move up to larger platforms that demand distinctive expert insight backed by data and lived experience. Each successful piece adds another line to your credibility stack.

5. Speak Where Your Buyers Gather

Written content is powerful, but live or recorded voice builds connection quickly. Many of us have watched a compelling TED-style talk and immediately searched for the speaker afterwards. In other words, the talk acts as a trust shortcut.

Edelman’s research shows that high-quality thought leadership makes decision-makers more likely to invite you to bid on work you were not previously considered for.

You do not need a global keynote slot, either. To get started:

● Look for panels, webinars, and roundtables hosted by industry bodies, accelerators, or associations relevant to your niche.

● Offer to contribute a focused, practical angle aligned with your positioning rather than a broad motivational talk.

● Reuse content. For example, turn the talk into clips, posts, and articles so one appearance multiplies into many assets.

Over time, aim for a balance of written and spoken thought leadership. Together, they show both depth of thinking and your ability to communicate clearly under pressure.

6. Lead With Service

Done well, thought leadership acts like a magnet; it draws the right people toward you, instead of pushing marketing messages at them.

Nielsen’s Global Trust in Advertising work shows that 82% of consumers trust recommendations from people they know more than any other form of marketing message.

Focus on being genuinely helpful:

● Answer questions you are repeatedly asked, in a public forum.

● Share frameworks and checklists people can implement without hiring you.

● Be transparent about what you have learned the hard way, instead of sharing only polished success stories.

In practice, the people who see you consistently creating value are the ones most likely to become clients, partners, or referrers when the moment is right.

7. Make It a Weekly Practice, Not a Campaign

Thought leadership that moves markets is built over quarters and years, not weeks. A recurring finding is that organizations often under-invest or stop too early, even though high-quality thought leadership influences the full buying journey, from awareness to preference to pricing power.

A simple operating system:

● Commit to one clear positioning statement for at least six months.

● Ship one deep piece of content per week and three to five lighter LinkedIn touchpoints.

● Review quarterly which topics, formats, and channels generated real conversations, leads, or invitations, then do more of what works.

You do not need to be everywhere. You do need to show up, consistently, where it matters most for the people you want to serve.

If you start today with a sharp positioning statement, one useful piece of content a week, and a decision to treat thought leadership as a practice rather than a campaign, you will be far ahead of most of your competitors a year from now.

1. What Is an Angel Investor?

An angel investor is a high-net-worth individual who provides financial backing to early-stage startups and entrepreneurs in exchange for equity ownership, convertible debt, or other investment structures. Typically investing their personal wealth, angel investors play an important role in funding businesses with high growth potential but that are considered too risky or unproven for traditional venture capital or institutional financing.

Angel investors usually come from diverse backgrounds. They are often experienced entrepreneurs, retired executives, industry professionals, or business owners who seek to invest in new ideas, innovative products, or disruptive technologies. Beyond providing capital, angel investors often offer mentorship, industry expertise, strategic guidance, and valuable networking opportunities that can significantly enhance the likelihood of the startup's success.

2. How Much Do Angel Investors Typically Invest?

The typical angel investment ranges from $25,000 to $200,000 per company, though deals can go higher depending on the opportunity and the investor's appetite. Angel investors typically make small bets with the hopes of getting outsized, "home run" returns. They understand that startups carry a high risk of failure, so they need to feel confident that the potential upside justifies the downside risk before writing a check.

What angel investors particularly care about includes the quality, passion, commitment, and integrity of the founders; the market opportunity and the potential for the company to become very large; a clearly thought-out business plan with early evidence of traction; interesting technology or intellectual property; an appropriate valuation with reasonable terms; and the viability of raising additional rounds of financing if progress is made.

3. How Is Angel Investing Different from Venture Capital?

Angel investors are typically wealthy individuals who invest their personal funds in early-stage startups, often at the pre-seed or seed stage when the business is still developing its product or trying to find product-market fit. Their investments usually range from tens of thousands to hundreds of thousands of dollars, filling the crucial gap between initial funding from friends and family and larger institutional investments. The decision-making process is often more personal and subjective—angels may rely heavily on their gut feeling, the entrepreneur's passion, and the potential they see in the idea.

Venture capitalists, on the other hand, are professional investors who manage funds on behalf of other investors, such as institutions, corporations, or pension funds. They tend to enter the picture at later stages—typically seed, Series A, and beyond—when a startup has already demonstrated some market traction. VC investments are significantly larger, often starting in the millions. Decisions are made by a committee rather than an individual, resulting in a longer but more rigorous evaluation process.

4. How Risky Is Angel Investing?

Angel investing is very risky. An angel will only invest if he or she is comfortable with potentially losing all of the investment. At best, only one in ten startups is successful. High-profile success stories like Uber, WhatsApp, Airbnb, and Facebook have spurred angel investors to make multiple bets with the hopes of getting outsized returns, but these celebrated wins are the exception rather than the rule. Diversification across many bets is a key strategy for serious angel investors.

Angel investors generally target specific types of businesses that exhibit characteristics attractive to early-stage investors: high growth potential, innovative products or services, strong founding teams, early traction, and clear exit potential. Companies in technology, software, healthcare, biotech, e-commerce, and AI commonly attract angel interest due to their potential for rapid expansion—but even in these sectors, the odds of any single investment returning capital are long.

5. How Do You Find Angel Investors?

The best way to find an angel investor is through a solid introduction from a colleague or friend of an angel. Angel investors are inundated with unsolicited executive summaries and pitch decks, and most of the time, these solicitations are ignored unless referred by a trustworthy source. LinkedIn can be an effective tool for reaching out to established angel investors—but it works best when you have a great, active profile with strong endorsements relevant to your business.

There are a variety of other ways to find angel investors, including through fellow entrepreneurs, lawyers and accountants, AngelList, angel investor networks (groups that aggregate individual investors), venture capitalists and investment bankers, and crowdfunding sites. Many cities also have startup events and local organizations that connect founders with potential investors. Online platforms such as Fundable.com can give entrepreneurs access to thousands of accredited investors searchable by location.

6. What Do Angel Investors Look for in a Startup?

For many angel investors, the management team is the most important element in deciding whether or not to invest. Entrepreneurs must show they are passionate, dedicated, and have relevant domain experience. Investors also look for founders who truly understand the financials and key metrics of their business and can articulate them coherently. The first thing an investor typically expects to see before taking a meeting is a 15–20 page investor pitch deck.

Beyond the team, investors scrutinize the market opportunity, the uniqueness of the product or service, competitive dynamics, the marketing and customer acquisition strategy, the technology and intellectual property, and financial projections. Angels want to make sure that at minimum, you have capital to reach your next milestone so you can raise more financing. They also pay close attention to whether your proposed valuation is reasonable given the stage and traction of the business.

7. How Long Does It Take to Raise Angel Financing?

It will always take longer to raise angel financing than you expect, and it will be more difficult than you had hoped. Not only do you have to find investors who are interested in your sector, but you also have to go through meetings, due diligence, negotiations on terms, and more. Raising capital can be a very time-consuming process. Entrepreneurs should plan for the fundraising process to run several months and not assume that a great pitch will close quickly.

It's also important to keep communicating with angel investors once they've committed. The best practice is to provide monthly updates to your angel investors, whether you have good or bad news. Regular communication builds trust, can surface opportunities for follow-on investment, and keeps investors engaged. As noted investor Jason Calacanis has observed, angel investors have more money to give—and keeping them informed and engaged makes them more likely to participate in future rounds.

8. What Are Typical Terms in an Angel Financing Round?

Angel financing rounds typically involve clearly defined terms negotiated between the investors and the startup founders. Angels will often invest through a convertible note, where the key terms negotiated include whether the note is secured or unsecured (almost always unsecured), the interest rate (usually accrued rather than paid currently), a discount rate rewarding early risk-taking (typically around 20% off the next Series A round), and a valuation cap—the maximum valuation at which the note can convert in the next round.

When equity is issued directly rather than through a convertible note, angel investors often receive equity stakes ranging from 10% to 30% or more, depending on the amount invested and the startup's valuation. Other typical terms may include liquidation preferences, participation rights (pro-rata rights to invest in future rounds to maintain ownership percentage), and, in some cases, a seat on the advisory board or formal board of directors. Sometimes a SAFE (Simple Agreement for Future Equity) note is used in lieu of a convertible note.

9. What Are Common Reasons Angel Investors Reject a Pitch?

The great majority of pitches are rejected by angel investors. Common reasons include: the market opportunity or potential size of the business is perceived as too small; the founders don't come across as knowledgeable or passionate; the sector the startup operates in is not of interest to the investor; or the pitch was made through a blind email rather than a referral from a trusted colleague of the angel. Financial projections that aren't believable—where founders can't convince the investor of the reasonableness of underlying assumptions—are also a frequent dealbreaker.

Other common pitfalls include: the company being based too far away from the angel investor (most angels prefer to invest locally, particularly in tech-centric cities); the investor not being convinced of a genuine need for the product or service; or a failure to differentiate from competitors. Entrepreneurs should also avoid asking investors to sign non-disclosure agreements, presenting unrealistic valuation expectations, and underestimating customer acquisition challenges—all of which signal a lack of market savvy.

10. How Should You Negotiate with Angel Investors?

Successful negotiation with angel investors requires understanding what makes each investor tick and offering a deal that appeals to them. Angel investors are often hesitant to invest too much into a business when they cannot see a clear exit—they want a realistic path to getting their money back in three to five years whether things go well or poorly. Creating a solid exit strategy and presenting it proactively can give investors the peace of mind they need to commit. Proactively identifying potential sticking points—like valuation, control rights, and exit strategies—and preparing alternative solutions in advance is a sign of a sophisticated founder.

Effective negotiation also means thoroughly understanding your own business's value proposition: your financials, growth potential, competitive landscape, and unique selling points. Going to trusted advisors who have experience as investors and asking them to review your planned terms before your actual negotiation is a valuable step. Above all, successful negotiation often comes down to finding a balance between investor expectations and entrepreneur needs—and maintaining open, transparent, data-driven communication throughout the process.

This article was created with the assistance of AI and was based on original material from AllBusiness.com

More articles:

• Angel Investing: 20 Things Entrepreneurs Should Know
• How to Negotiate With Angel Investors: 13 Best Practices
• The 10 Commandments for Obtaining Angel Funding for Your Startup
• 14 Things Angel Investors Will Ask Before Investing in Your Startup

One thing we're not going to do: we're not going to cold call.

Business expert Matthew Rechs, in his blog post "Making your network work," makes that abundantly clear.

He says you should make lists of people you know, and people you admire, and begin reaching out to them with very personalized messages, thoughtful messages. It's your best shot.

Photo by R.D. Smith on Unsplash

You might do the outreach on LinkedIn, or you might try SMS if you have their phone numbers. There's 2025 data that people significantly respond to - prefer even - SMS over email, especially when it feels personalized, which your outreach would be.

The Introverted Networker agrees that starting with a good list is the way to go, then branching out from there, noting that the "principles of building and maintaining the list remain the same," from an old-school Rolodex to a high-tech CRM of today.

Not everyone will respond but some will. As Rechs says:

Remember that quitting is the only way to fail. All other paths — other habits and practices that put you in touch with people who can support your career and business growth — will eventually lead to success.

Think about it from your own perspective. When you hear from someone you haven't heard from in a while:

1. How does that make you feel?
2. Do you have the urge to help them?
3. Are you willing to hear them out?
4. What do you need to hear to want to help them more?

www.allbusiness.com

Post sponsored by Trustaff

A persistent and critical nursing shortage has affected facilities nationwide. Smaller and rural facilities experience this challenge when competing against well-funded hospital systems. Therefore, they rely on travel nurses to fill the gaps and maintain high-quality patient care. By leveraging the unique strengths of your healthcare facility, you can attract qualified healthcare professionals.

In This Article

• How Small Healthcare Providers Can Attract Top Talent
• Methodology to Compare Staffing Agencies
• Best Places to Apply for High-Paying Travel Nursing Jobs
• Comparing Staffing Agencies
• Appealing to the Top Travel Nursing Talent
• Frequently Asked Questions

Key Takeaways

• Work-life balance is critical to prospective employees.
• Technology streamlines staffing and simplifies hiring processes.
• Staffing agencies are strategic necessities.
• Small providers can stand out by leveraging their unique strengths.

How Small Healthcare Providers Can Attract Top Talent

Beyond filling vacancies, healthcare facilities should become a place where travel nurses want to take assignments. Success originates from supporting the well-being of your employees and building a positive reputation. Here are five strategies to attract top talent in the healthcare field.

Provide High-Value Benefits

Smaller healthcare providers should gain advantages through high-value benefits. With these packages, you can facilitate attractive terms and go beyond the hourly wage. For instance, your company could offer realistic stipends to cover local living expenses. Complement that perk with a housing concierge to help travel nurses secure housing.

Promote a Safe Workplace

Nurses should feel safe, protected, and heard in your facility. Prioritize building a culture of safety with proactive training and tangible safeguards. These elements could include security personnel, de-escalation training, and post-incident support. Promote your company’s zero-tolerance policy, which enforces a reporting system and ensures consistent action.

Invest in Professional Development

Ambitious travel nurses view jobs as stepping stones on their career path. These healthcare professionals seek environments that allow them to grow. Respond by removing the logistical and financial barriers to professional development. As a healthcare provider, you could offer stipends for continuing education or provide on-site training.

Highlight Flexible Schedules

Flexibility is among the most desired benefits for American workers. A 2022 Gallup survey found that 61% of employees consider work-life balance to be very important. Healthcare providers could allow nurses to collaborate and choose shifts that best fit their personal lives. You can also implement block scheduling to give workers more predictable periods of time off.

Partner With Trusted Staffing Agencies

Smaller healthcare providers often have limited budgets and fewer HR resources, making it challenging for them to compete with well-funded hospitals. Staffing agencies become extensions of your talent acquisition team and advocate for you in national markets. Investing in these professional services reduces your administrative burden and lets your employees focus on the bigger picture.

Methodology to Compare Staffing Agencies

Small healthcare providers can benefit from reputable staffing agencies to fill gaps in their staffing needs. How can you determine the best companies to partner with? Here is a methodology to select the top solutions.

Best Places to Apply for High-Paying Travel Nursing Jobs

Healthcare workers seek workplaces with superior support and transparent communication. Where can they apply for high-paying travel nursing jobs? Here are three staffing agencies helping travel nurses find jobs and small healthcare providers attract top talent.

1. Trustaff

Trustaff is the best healthcare staffing agency for travel nurses. The company matches small healthcare providers with experienced nurses through its national network of professionals. Since 2002, it has prioritized personal service and helping you find assignments in all specialties. Travel nurses can easily apply for high-paying positions on the mobile app.

Key features

2. Aya Healthcare

Aya Healthcare is a leading provider of healthcare talent staffing services for travel nursing. This agency implements advanced technologies on its intelligent workforce platform to connect people and systems. It’s renowned for efficiency, as the direct-to-clinician model lowers costs for small healthcare providers. Travel nurses pick the company for its consistent job volume and strong recruiter support.

Key features

3. AMN Healthcare

AMN Healthcare is a renowned staffing agency recognized for its user-friendly technology and industry expertise. For 40 years, it has provided comprehensive staffing services to healthcare providers nationwide. The company helps professionals find travel nursing jobs, permanent positions, and contract hires.

Key features

Comparing Staffing Agencies

Choosing the right staffing partner can be challenging when agencies offer similar services. Here is a direct comparison of agencies outlining their core strengths and experience.

Appealing to the Top Travel Nursing Talent

Navigating nursing shortages demands a proactive approach to building a resilient and desirable workplace. Small healthcare providers can outmaneuver large competitors by focusing on a superior culture and meaningful benefits. They can also gain a strategic advantage by connecting with reputable staffing agencies to find the top travel nurses.

Frequently Asked Questions

Why should small healthcare providers focus on hiring travel nurses?

Persistent nursing shortages mean providers should consider hiring travel nurses to fill critical gaps and maintain quality patient care.

How can small facilities compete with larger hospitals and their higher salaries?

Unique, high-value benefits help providers stand out beyond hourly wages.

What can small healthcare providers do to improve work-life balance?

Flexible scheduling options help travel nurses better balance their work and personal life.

Where do travel nurses make the most money?

Travel nurses typically make more money in remote locations with high-demand positions.

About the Author

Kelly Duggan

Kelly Duggan is the President of Trustaff, a leading healthcare staffing firm dedicated to connecting skilled clinical and allied health professionals with hospitals and healthcare systems across the country. She oversees the company’s operations, focusing on talent development, workforce solutions, and strategic growth to address the evolving needs of healthcare organizations. Duggan is committed to fostering meaningful relationships and ensuring that Trustaff remains a trusted partner for both healthcare professionals and the facilities they serve.

Company: Trustaff
Website: https://www.trustaff.com/

Post sponsored by Zenzap

If you’ve ever tried to track down a decision buried in a message thread or remember where a task was mentioned, you’ve probably seen how messy team communication can get. When conversations are scattered across emails, texts, and different apps, updates get missed, and company information can end up being stored on personal devices.

This usually happens when teams rely on personal messaging apps that were never designed for team communication. You need a secure team chat app that keeps conversations organized and gives you clear control over who can see and do what.

6 Secure Team Chat Apps to Improve Team Communication

Below are six secure team chat apps that help improve workplace communication, along with a clear breakdown of who each is built for and what to take into consideration when choosing.

1. Zenzap: A Secure Team Chat App to Improve Work Communication

Zenzap is one of the best team chat apps for businesses that want strong security, organized team communication, and better team accountability.

Zenzap is intuitive and easy to use. Anyone can start using it immediately. At the same time, it gives you all the professional features and admin control your business needs.

Why Zenzap Stands Out

Zenzap was built to close the gap between consumer messaging apps that lack business control and enterprise team communication apps that can feel overwhelming for non-technical teams.

You get:

• One-click offboarding so you can instantly remove access when someone leaves
• Secure cloud storage, with data stored in the cloud and not on employee devices
• Full admin oversight
• Role-based permissions so you can control exactly who can see and do what
• Audit logs and activity tracking
• Built-in accountability so you can turn messages into tasks
• A mobile-first experience that makes daily team communication more convenient for frontline workers
• Compliance with industry-standard regulations

Zenzap is easy to roll out because it is intuitive and familiar, so teams can start using it with little to no training. You can also import existing chats and add the whole team easily, which helps make setup faster across multiple locations and teams.

Why It Works Best

Zenzap gives you a secure and practical way to manage team communication. It supports daily team communication while making it easier to stay organized, keep information visible, and maintain control as your business grows.

Zenzap delivers:

• Secure, professional features without complexity
• Affordable, cost-effective pricing
• A mobile-first experience
• Clear visibility and control so nothing falls through the cracks

Zenzap is a work chat app built for businesses that need clarity and control in their internal communication.

2. Slack: Built for Technical Teams

Slack is a well-known team communication app that’s built for highly technical teams.

Strengths

• Complex workflows
• Custom automations

What to Keep in Mind

Slack can work well if your team needs custom automations and spends much of the day at a desktop. However, it can often feel too complex or overwhelming for non-technical teams.

Cost is another thing to watch as your team grows. And for frontline teams, it may also be harder to adopt if the app feels too complex for everyday use.

3. Microsoft Teams: For Microsoft-Based Teams

Microsoft Teams is a team communication app frequently chosen by companies that already operate within the Microsoft 365 ecosystem.

Strengths

• Connects natively with Microsoft 365 tools
• Built-in video conferencing
• Included in Microsoft 365

What to Keep in Mind

Teams is an all-in-one corporate tool that can feel slow and too formal for quick team communication. Its interface is often described as clunky and confusing, especially on mobile, which can also make adoption harder for some teams.

4. Google Chat: Simple and Convenient Chat App

Google Chat is a messaging app built directly into Google Workspace, making it convenient for businesses already using Google tools.

Strengths

• Easy access inside Gmail
• Familiar interface
• Lightweight messaging

What to Keep in Mind

Google Chat was designed for simple, direct messaging and may not provide everything you need to manage internal communication in a more organized way.

5. Discord: Community-Focused Communication

Discord is a social communication app that was built for gaming communities and social groups.

Strengths

• Conversational and informal
• Drop-in voice channels
• Community engagement features

What to Keep in Mind

Discord was originally designed for social communities, so it may not offer the professional security, admin controls, or focused environment that a business needs. It can also feel chaotic for work communication.

6. Twist: Async-Focused Messaging

Twist is a team communication app that’s designed around asynchronous team communication. It organizes discussions into threads to reduce noise.

Strengths

• Thread-based setup
• Reduces real-time interruptions
• Suitable for distributed teams

What to Keep in Mind

Twist is optimized for slower, async-first environments. It is less suited for fast-paced operational teams that rely on real-time coordination.

It also has more limited capabilities, rarely gets new features, and has basic search functionality.

What Makes a Secure Work Chat App Truly Secure

Secure team communication means having clear control over who can access conversations, how data is stored, and visibility across the workspace. A secure work chat app should help you manage all of that easily.

Here is what to look for:

Centralized Admin Control

A secure team chat app should let you:

• Control exactly who can see and do what
• Set role-based permissions
• Monitor workspace activity
• Access downloadable audit logs

Without that level of control, your security depends on individual behavior rather than company policy.

One-Click Offboarding

When someone leaves, you should be able to remove access immediately.

Delays increase risk. The ability to instantly remove access prevents:

• Former employees retaining sensitive information
• Ex-employees poaching staff
• Compliance risk

Secure Cloud Storage

Team communication should stay in secure cloud storage rather than being stored on personal devices.

This helps keep conversations, files, and updates in one secure place, makes information easier to manage, and reduces the risk of important company data being tied to individual employee devices.

Compliance Readiness

Compliance is an important part of choosing a team chat app, especially for businesses that handle sensitive employee, customer, or internal information.

Your team chat app should support the data protection and industry requirements that apply to your business, such as GDPR, HIPAA, and SOC 2.

Why Many Businesses Struggle with Internal Communication

The issue usually isn't that your teams have no way to message each other. It's that your communication app doesn't match the way your business actually works.

Personal messaging apps are easy to use, but they may not give you enough control for internal communication. Enterprise team communication apps may offer more control, but they can also require more training and feel less convenient for non-technical teams to use every day.

In many companies, that leaves people switching between apps, chasing updates across locations, and trying to remember where a task, file, or decision was last shared.

That's where communication starts to fall through the cracks, and why many businesses are looking into team chat apps that provide a balance of both professional features and ease of use.

Choosing the Right Team Communication Software

The best team communication software should help you keep team communication clear without making the work chat app harder to use than the work itself.

Look for a team communication app that gives you:

• Clarity so everyone knows where information lives
• Accountability so you can turn messages into tasks
• Accessibility so that every employee actually uses it
• Control so you decide who has access to what

You shouldn't have to choose between usability and compliance.

You shouldn't have to sacrifice professional control for convenience.

The right professional team chat app gives you both.

Final Thoughts

To improve internal communication, you need a secure team chat app because it makes team communication easier to manage, easier to keep organized, and easier to control across your business.

When conversations, updates, and files stay in one secure place, your team can communicate more clearly, important information is easier to find, and you’ll have better visibility into daily team communication.

About the Author

Rebecca Lazar

Rebecca Lazar is the Product Marketing Manager at Zenzap. She specializes in helping companies become more efficient and communicate better, while ensuring data security and compliance.

Company: Zenzap

Website: https://www.zenzap.co

1. What Is Venture Capital?

Venture capital (VC) is a form of financing in which investors provide capital to startups or early-stage companies with high growth potential in exchange for equity, or partial ownership, in the company. Venture capital is a key source of funding for startups that lack access to traditional bank loans or public financing due to the risks involved in early-stage businesses.

VC firms often invest in innovative industries such as technology, AI, internet, healthcare, and biotechnology, where the potential for growth is significant but the risks are equally high. The goal for venture capitalists is to help these companies scale rapidly, ultimately earning a substantial return on investment when the company goes public or is acquired.

One of the defining characteristics of venture capital is that it typically targets high-growth companies that have the potential to disrupt industries or create new markets. These companies are often too new or risky to qualify for traditional funding sources. Google and Facebook, for example, both received venture capital funding early in their development, helping them grow into two of the largest and most influential companies in the world. Venture capital allowed them to scale quickly by investing in product development, hiring, and marketing, which positioned them for future success.

Venture capital is usually provided in several rounds, known as funding rounds, which correspond to different stages of a company's growth. Early-stage funding rounds, such as seed funding and Series A, provide initial capital to help companies build their product, develop their business model, and gain market traction. As the company matures and achieves specific milestones, it may receive additional rounds of funding—such as Series B or Series C—to support further expansion, such as scaling operations or entering new markets.

2. How Does a Venture Capital Firm Work?

A venture capital firm is a type of financial institution that provides funding to startups and early-stage companies with high growth potential. These firms pool capital from a variety of mainly institutional investors and deploy it into promising businesses, typically in exchange for equity ownership. The objective is to generate substantial returns on investment once these companies scale or achieve a successful exit through an initial public offering (IPO) or acquisition. Unlike traditional banks that offer loans with fixed repayment terms, venture capital firms take on significant risk by investing in unproven ventures.

Venture capital firms raise money from limited partners (LPs), which can include institutional investors, pension funds, family offices, and high-net-worth individuals. These funds are then managed by general partners (GPs) who are responsible for sourcing, evaluating, and overseeing investments.

The capital raised is organized into venture funds, which have a finite lifespan, typically around 10 years. During the first few years, VC firms identify and invest in portfolio companies; the remaining years are usually spent managing and exiting those investments.

General partners often work closely with the companies they invest in, providing strategic guidance, operational expertise, and connections to other stakeholders in the startup ecosystem. In addition to capital, the support of a venture capital firm can lend credibility to a startup, attracting other investors and opening doors to valuable networks. VC firm principals earn money through management fees and carried interest, which is a share of the profits from successful investments.

3. How Is a Venture Capital Investment Structured?

A typical venture capital investment is structured so that the venture capitalist receives convertible preferred stock in the company. This stock gives the venture capitalist a preference over the common shareholders in the event of a liquidation or merger. The preferred stock is convertible into common stock at the option of the holder—and this may be automatically triggered by certain events. For example, the preferred stock would convert to common stock in the event of an initial public offering (IPO) of the company to simplify the capital structure and to facilitate the IPO.

Venture capital investments are also sometimes staged. A certain amount of money is invested right away and additional money is invested later as certain milestones are reached. From the company's perspective, it's important that these milestones are clearly defined and reasonably obtainable.

Typical VC investment terms also include liquidation preferences, anti-dilution provisions, board representation rights, voting rights, and exit rights through IPOs, acquisitions, or mergers within defined timeframes—usually five to seven years.

Once the company and the venture capitalist agree on a term sheet, the VC's attorneys prepare the definitive agreements reflecting the transaction. The main agreement is the stock purchase agreement, which contains the price of the stock to be sold, the number of shares to be purchased, and representations and warranties from the company. Representations and warranties from the company are almost always present as part of a venture capital investment, and a breach of these means the investor may be entitled to various remedies laid out in the agreement.

4. What Is a Venture Capital Term Sheet?

Most venture capital financings are initially documented by a term sheet prepared by the VC firm and presented to the entrepreneur. The term sheet is an important document, as it signals that the VC firm is serious about an investment and wants to proceed to finalize due diligence and prepare definitive legal investment documents.

Before term sheets are issued, most VC firms will have gotten the approval of their investment committee. While term sheets are not a guarantee that a deal will be consummated, a high percentage of finalized and signed term sheets do result in completed financings.

The term sheet will cover all of the important facets of the financing: economic issues such as the valuation given to the company; control issues such as the makeup of the Board of Directors and what approval or veto rights the investors will have; and post-closing rights of the investors, such as the right to participate in future financings and rights to receive periodic financial information. The term sheet typically states that it is non-binding, except for certain provisions such as confidentiality and no-shop/exclusivity clauses.

An entrepreneur should think of the term sheet as a blueprint for the relationship with his or her investor, and be sure to give it plenty of attention. Although not binding, the term sheet is by far the most important document to negotiate with investors—almost all of the issues that matter will be covered in the term sheet, leaving smaller issues to be resolved in the financing documents that follow.

It is generally better for both the investors and the entrepreneur to have a comprehensive long-form term sheet, which will mitigate future problems in the definitive document drafting stage.

5. How Is a Startup Valued for Venture Capital?

The valuation put on a business is a critical issue for both the entrepreneur and the venture capital investor. The valuation is typically referred to as the pre-money valuation, referring to the agreed-upon value of the company before the new money is invested. For example, if investors plan to invest $5 million in a financing where the pre-money valuation is agreed to be $15 million, the post-money valuation will be $20 million, and the investors expect to obtain 25% of the company at closing. Valuation is negotiable and there is no single correct formula or methodology to rely upon.

The higher the valuation, the less dilution the entrepreneur will encounter. From the VC's perspective, a lower valuation—resulting in a higher investor stake in the company—means the investment has more upside potential and less risk, creating a higher motivation to assist the company.

Key factors that go into a determination of valuation include the experience and past success of the founders, the size of the market opportunity, proprietary technology already developed, any initial traction such as revenue or partnerships, and the current economic climate.

While each startup and valuation analysis is unique, the range of valuation for very early-stage rounds—often referred to as seed financings—is typically between $1 million and $10 million. The valuation range for companies that have gotten some traction and are doing a Series A round is typically $5 million to $25 million. AI companies have gotten significantly higher valuations.

Additional factors include the capital efficiency of the business model, valuations of comparable companies, and whether the company is attracting interest from multiple investors simultaneously.

6. What Are the Different Stages of Venture Capital Funding?

Venture capital funding typically progresses through structured rounds aligned with a startup's growth stages. Seed rounds represent the initial funding stage, providing capital for product development, market validation, initial team formation, and early operational expenses.

Seed investments are often smaller in size and may involve convertible promissory notes or SAFEs (Simple Agreements for Future Equity), rather than the full convertible preferred stock structures used in later rounds. Many seed investments come from angel investors, friends and family, or early-stage VC funds.

Series A rounds come next, intended to finance initial commercialization, product launches, customer acquisition, and early-stage market penetration. Series B rounds are larger and are focused on scaling operations, market expansion, significant product enhancements, or substantial talent acquisition.

As the company matures, Series C and beyond represent growth-stage investments where companies with established revenue streams seek capital to scale into new markets, fund large-scale marketing, or prepare for an acquisition or IPO.

Finally, the exit stage is when the VC firm seeks to realize its return on investment, typically through a public offering or acquisition. Successful exits generate profits for both the limited and general partners.

The entire venture lifecycle, from initial fund investment to exit, typically spans around 10 years—with the first few years devoted to identifying and investing in portfolio companies, and the remaining years spent managing and exiting those investments.

7. How Do You Get the Attention of a Venture Capitalist?

VCs get inundated with investment opportunities, many arriving through unsolicited emails. Almost all of those unsolicited emails are ignored. The best way to get the attention of a VC is to have a warm introduction through a trusted colleague, entrepreneur, or lawyer who is friendly with the VC. Before approaching a venture capitalist, entrepreneurs should also try to learn whether his or her investment focus—by industry sector, stage of company, and geography—aligns with their company and its stage of development.

A startup must have a good elevator pitch and a strong investor pitch deck to attract the interest of a VC. The pitch deck should clearly describe what the company does, why it should be interesting, and why it would eventually lead to a large exit. Entrepreneurs must paint a clear picture that the market opportunity is meaningfully large and growing. Venture capitalists want to see that the market opportunity is big enough—often hundreds of millions to billions of dollars—to yield a highly valued investment.

Entrepreneurs should also understand that the venture process can be very time-consuming. Just getting a meeting with a principal of a VC firm can take weeks, followed by more meetings and conversations, a presentation to all partners of the fund, issuance and negotiation of a term sheet, continued due diligence, and finally the drafting and negotiation by lawyers on both sides of numerous legal documents. Most VCs prefer to partner with companies that have a clear product in place, a go-to-market strategy, and ideally some actual sales already under their belt.

8. What Is Corporate Venture Capital?

Corporate Venture Capital (CVC) refers to the practice in which large corporations invest strategically in startups and early-stage companies. Unlike traditional venture capital funds, which primarily seek financial returns, corporate venture capital funds typically invest to achieve strategic objectives, including access to innovative technologies, new market entry, or alignment with broader corporate strategies. These investments allow established companies to gain early insights into disruptive trends, enhance innovation, and identify potential acquisition targets or strategic partners.

Corporate venture capital provides unique benefits for startups beyond traditional VC investments. Startups benefit from access to established corporate networks, industry expertise, and strategic market positioning. They can also leverage the investor's distribution channels, marketing resources, and customer relationships, accelerating market entry and scalability. Association with reputable corporate investors enhances a startup's credibility, aiding market entry, customer acquisition, and broader investor confidence.

CVC funds typically receive minority equity stakes, providing ownership without operational control. Corporate investors sometimes request a board seat or observer rights, enabling strategic oversight and direct insights into startup operations. Terms may also include strategic rights such as exclusive licenses, rights of first refusal on technology, or preferred collaboration agreements.

Corporate investors often provide patient capital with longer investment horizons compared to traditional venture capitalists, adding a dimension of long-term funding stability for the startup.

9. What Are the Advantages and Disadvantages of Venture Capital?

Venture capital funding offers substantial advantages for startups seeking rapid growth, scale, and success. Access to significant capital allows companies to fuel rapid growth, launch new products, and capture market opportunities. Experienced VC investors also offer valuable mentorship, operational advice, industry insights, and strategic guidance that can dramatically improve a startup's chances of success.

Receiving venture capital backing signals credibility and market validation, which attracts further investment, talent, and customers. VC firms also maintain extensive professional networks, facilitating introductions to industry partners, suppliers, and talent pools.

However, venture capital is not without its disadvantages. Founders must give up equity in their company, which can mean significant dilution over multiple rounds of funding. VCs frequently secure board seats, enabling direct involvement in strategic decisions, and may hold voting rights or veto power over critical company decisions. This can mean a loss of control for the original founders. Additionally, VC investors typically look for substantial returns within a defined timeframe of five to seven years, which can create pressure on the business to grow and exit on a schedule that may not always align with the company's natural trajectory.

Venture capital is also inherently risky because investments focus on young companies that may not yet be profitable. Many venture-backed startups fail, resulting in significant losses for investors. VCs look for companies that promise a blistering pace of growth and a solid return on investment—often between 300% and 1,000%—within three to seven years. With those kinds of numbers as the target, it's clear that not every startup is suitable for VC funding. Companies that operate in slower-growth industries or that are not aiming to scale to tens or hundreds of millions of dollars in revenue are likely better served by other financing options.

10. How Do You Raise a Venture Capital Fund as a First-Time Manager?

Raising a first venture capital fund is one of the most challenging undertakings in the financial world. It's important to first determine whether you are a first-time fund or simply a first-time fund manager—the distinction matters because experienced operators transitioning into VC have a different value proposition to limited partners than someone brand new to the industry.

Venture capital may look like a get-rich-quick scheme when the market is hot, but it is really a get-rich-slowly-over-time plan that requires consistent hard work, deep networks, and demonstrated investment discipline.

When looking for limited partners for a first fund, the first place to look is your inner circle—friends and family—and next, your contacts in the industry who might be looking to capitalize on their knowledge of market trends. It is even better if you can find general partners who specialize in your industry.

Larger funds will sometimes invest in emerging managers as a way to gather deal flow and provide mentorship. It's also important to start small: it is better to have a smaller fund, deploy it successfully, and come back to the market with a track record than to wait for a large fund that may never materialize.

Even in uncertain markets marked by political and geopolitical unpredictability, capital is still available for the right managers. The key is to show that you are uniquely positioned to succeed in your particular category. If limited partners see you as a specialist with real edge in your investment domain, they will believe in you.

By Richard D. Harroch and Dominique A. Harroch

In a world filled with culinary indulgences and temptations, This list sets forth the unhealthiest foods, analyzing their calorie, carbohydrate, and fat content, as well as the reasons they are considered detrimental to your health. While an occasional indulgence in these items can be part of life’s pleasures, understanding their impacts can help guide us to healthier choices.

We noted that many of these items are served at carnivals, fairs, and sporting events, so it’s a good idea to prepare yourself in advance if you know you’ll be tempted in one of these settings.

We used research assistance from ChatGPT to curate this list of the top 10 unhealthiest foods, and we also explain their nutritional makeup and why they’re flagged as poor dietary options. As always, consult your medical professionals for your unique dietary needs and limitations.

1. Deep-Fried Oreos

• Calories (per serving of 5): 890
• Carbohydrates: 95g
• Fat: 51g
• Why It’s Unhealthy: Deep-fried Oreos combine high-calorie cookies with the additional fat and calories from frying batter. This treat is essentially sugar and fat layered together, providing minimal nutritional benefit while significantly raising risks for obesity and heart disease when consumed regularly.
• Other Details: Popular at fairs and carnivals, these are often paired with sugary toppings like powdered sugar or syrups. Their deep-fried preparation means they likely contain trans fats, which are linked to higher cholesterol levels.

2. Loaded Nachos

• Calories (per large serving): 1,250
• Carbohydrates: 95g
• Fat: 79g
• Why It’s Unhealthy: A plate of loaded nachos often contains layers of chips, melted cheese, sour cream, and processed meats like bacon or chili. While tasty, they’re high in saturated fats, sodium, and calories, making them a calorie bomb with limited nutritional value.
• Other Details: Sodium levels can exceed daily recommended limits in one serving. Frequent consumption is linked to increased blood pressure and cardiovascular risks.

3. Cheesecake

• Calories (per slice): 860
• Carbohydrates: 63g
• Fat: 58g
• Why It’s Unhealthy: Cheesecake is a dessert loaded with cream cheese, sugar, and butter, making it high in both saturated fat and sugar. The rich, creamy texture comes at a cost: a single slice can take up nearly half of the recommended daily calorie intake for some individuals.
• Other Details: Its high sugar content contributes to weight gain and blood sugar spikes. It is often topped with syrups or candies, which add even more calories.

4. Fried Chicken

• Calories (per piece, thigh): 420
• Carbohydrates: 13g
• Fat: 26g
• Why It’s Unhealthy: Fried chicken, a comfort food staple, is cooked in oil and coated in batter, absorbing significant amounts of unhealthy fats. The deep-frying process also means it contains trans fats, which contribute to heart disease and inflammation.
• Other Details: Often paired with high-calorie sides like fries or biscuits. The high sodium content increases risk for hypertension and kidney issues.

5. Milkshakes

• Calories (per 16 oz): 720
• Carbohydrates: 84g
• Fat: 32g
• Why It’s Unhealthy: Milkshakes combine ice cream, whole milk, and sugary syrups into a calorie-dense beverage. Many fast-food milkshakes also include whipped cream and candy toppings, adding to their sugar and fat content.
• Other Details: Can contain up to 90g of added sugar, far exceeding daily limits. Consuming liquid calories often leads to overeating later in the day.

6. Pizza with Extra Cheese and Meat Toppings

• Calories (per slice, 14-inch pizza): 450
• Carbohydrates: 36g
• Fat: 21g
• Why It’s Unhealthy: Pizza is a classic indulgence, but when loaded with extra cheese and processed meats like pepperoni and sausage, its saturated fat and sodium levels skyrocket. Multiple slices can quickly lead to consuming more than a day’s worth of calories, fat, and salt.
• Other Details: Processed meat toppings have been linked to higher risks of heart disease and cancer. High sodium levels increase the risk of water retention and high blood pressure.

7. Donuts

• Calories (per donut): 300
• Carbohydrates: 34g
• Fat: 17g
• Why It’s Unhealthy: Donuts are deep-fried pastries coated in sugar or filled with high-sugar creams and jellies. Their high fat and sugar content make them a poor choice for regular consumption, as they lead to rapid blood sugar spikes and crashes.
• Other Details: Often consumed with coffee, which adds more sugar if the coffee drink is sweetened. Lack of fiber or protein makes them less filling and more likely to contribute to overeating.

8. Ice Cream Sundaes

• Calories (per 1-cup serving with toppings): 650
• Carbohydrates: 67g
• Fat: 35g
• Why It’s Unhealthy: Ice cream sundaes are rich in sugar and saturated fat, with toppings like whipped cream, chocolate syrup, and candy further increasing calorie counts. They provide little to no vitamins or minerals, making them an empty-calorie dessert.
• Other Details: Frequent consumption can lead to insulin resistance and weight gain among other health-related issues. High dairy fat content may increase cholesterol levels.

9. French Fries (This one makes us particularly sad)

• Calories (per medium serving): 365
• Carbohydrates: 48g
• Fat: 17g
• Why It’s Unhealthy: French fries are high in unhealthy fats due to deep frying and are often loaded with salt. While made from potatoes, the frying process strips them of most nutrients, leaving behind a calorie-dense, low-nutrient snack.
• Other Details: Contains acrylamide, a compound formed during frying, which may increase cancer risk. French fries are often consumed in large portions, further inflating calorie intake.

10. Bacon-Wrapped Hot Dogs

• Calories (per serving): 650
• Carbohydrates: 35g
• Fat: 48g
• Why It’s Unhealthy: Combining processed meats like hot dogs (which can be very unhealthy by themselves) and bacon doubles the intake of saturated fats and sodium. This dish is particularly high in preservatives and nitrates, which have been linked to increased cancer risk.
• Other Details: Popular at barbecues and street food vendors, often paired with high-calorie toppings. It can contribute to clogged arteries and increased cholesterol levels.

Conclusion on the Unhealthiest Foods

This list highlights some of the most indulgent and unhealthiest foods consumed globally, though they are consumed most frequently in the United States. While these items may be enjoyed occasionally depending on your personal health status, their high calorie, fat, and carbohydrate content, combined with low nutritional value, makes them less than ideal for regular consumption.

By understanding the nutritional profile and risks associated with these foods, individuals can make more informed decisions about their diets. Moderation, balance, and awareness are key to enjoying such treats without compromising health.

Disclaimer: This article is for informational purposes only and should not be used as a substitute for professional medical advice, diagnosis, or treatment. Always consult with qualified healthcare professionals regarding any medical concerns or symptoms.

Related Articles:

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• The Top 10 Tech Breakthroughs of All Time According to AI
• Valuations and Funding Rounds Continue to Soar for AI Companies

About the Authors

Richard D. Harroch is a Senior Advisor to CEOs, management teams, and Boards of Directors. He is an expert on M&A, venture capital, startups, and business contracts. He was the Managing Director and Global Head of M&A at VantagePoint Capital Partners, a venture capital fund in the San Francisco area. His focus is on internet, digital media, AI and technology companies. He was the founder of several Internet companies. His articles have appeared online in Forbes, Fortune, MSN, Yahoo, Fox Business and AllBusiness.com. Richard is the author of several books on startups and entrepreneurship as well as the co-author of Poker for Dummies and a Wall Street Journal-bestselling book on small business. He is the co-author of a 1,500-page book published by Bloomberg on mergers and acquisitions of privately held companies. He was also a corporate and M&A partner at the international law firm of Orrick, Herrington & Sutcliffe. He has been involved in over 200 M&A transactions and 250 startup financings. He can be reached through LinkedIn.

Dominique Harroch is the Chief of Staff at AllBusiness.com. She has acted as a Chief of Staff or Operations Leader for multiple companies where she leveraged her extensive experience in operations management, strategic planning, and team leadership to drive organizational success. With a background that spans over two decades in operations leadership, event planning at her own start-up and marketing at various financial and retail companies. Dominique is known for her ability to optimize processes, manage complex projects and lead high-performing teams. She holds a BA in English and Psychology from U.C. Berkeley and an MBA from the University of San Francisco. She can be reached via LinkedIn.

Copyright (c) by Richard D. Harroch. All Rights Reserved.

In acquisitions of privately held companies, an acquisition letter of intent/term sheet is often entered into by both parties. The purpose of the letter of intent is to ensure there is a “meeting of the minds” on price and key terms before the parties expend significant resources and legal fees in pursuing an acquisition, and before sellers agree to grant exclusivity to buyers.

The purpose of this article is to explore the key issues in negotiating and drafting an acquisition letter of intent.

What Is Typically Included in an Acquisition Letter of Intent?

A letter of intent can be short or long, depending on the dynamics of the negotiations and the desires of the parties. Here are the types of items that can be included in a letter of intent, a number of which are discussed in greater detail later in this article:

• Price/Consideration: Will it be all cash, all or part stock, earnout, or promissory note?
• Transaction structure: Will it be an asset purchase, purchase of all outstanding shares, or a merger?
• Expected timeline for due diligence and negotiating the deal.
• Any escrow to secure the seller’s indemnification obligations, how long the escrow will last, and for what items the escrow will be the buyer’s sole remedy for claims.
• Whether M&A representations and warranties insurance will be used in lieu of an escrow and who pays for the policy.
• Exclusivity for the prospective buyer: How long will exclusivity last? When can the seller terminate exclusivity early?
• Access to the employees, books, and records of the seller for the benefit of the buyer as part of its due diligence process.
• Scope of key representations and warranties of the seller (will some key reps be subject to qualification by a “materiality” or “knowledge” standard?) and survival period.
• How stock options held by employees will be treated (will they be assumed by the buyer or terminated?) and whether these are in addition to the purchase price.
• Activities prohibited by the seller pending closing.
• Whether any third-party consents to seller’s key contracts will be required or sought, as a consequence of the acquisition.
• The confidentiality obligations of the parties concerning the transaction (and ideally a non-disclosure agreement will already be in place by the parties).
• How seller’s employees will be hired/treated by the buyer.
• Continuing indemnification obligations of the buyer for seller’s officers, directors, employees, and stockholders, pursuant to any existing Indemnification Agreements or charter provisions.
• Conditions to closing the transaction, both for buyer and seller.
• Whether any non-compete/non-solicit agreements will be required.
• Indemnification obligations by the selling stockholders and the limits and exclusions from such indemnification provisions.
• Termination: How and when the acquisition agreement can be terminated.
• Disputes: How disputes will be handled and in what jurisdiction.

Short-Form vs. Long-Form Letter of Intent

Long-form letters of intent are more comprehensive and legally constructed, and designed to reach a meeting of the minds on many of the key terms of a potential deal. The key advantages of a long-form letter of intent are:

• Issues that can be deal breakers are identified early on and resolved, before spending significant legal fees and management resources for both the buyer and seller.
• Resolution of significant issues early on can make the process of reaching a definitive acquisition agreement easier and more efficient, with resulting savings in time and legal fees.
• If an important issue surfaces as insurmountable, for sellers it is better to learn that early, rather than learn about it when the seller is in exclusivity and a termination of discussions at that point could be more damaging or difficult for the seller.

The primary disadvantage of a long-form letter of intent is that it may bog down the momentum of getting a deal done, as the parties deal with too many difficult issues early on. It may also result in a breakdown of the negotiations that could have been avoided if certain issues had been deferred.

A short-form of letter of intent will usually only address the price and perhaps a few key terms (such as whether there will be any escrow holdback for seller’s indemnification protection, length of escrow, and the exclusivity/no shop right for the buyer) and has the advantage of being quicker to negotiate than a long-form letter of intent. The obvious disadvantage is that it leaves many important issues to be resolved later on.

The Selling Company’s Perspective

From the perspective of the selling company, it will typically want the letter of intent to be as detailed as possible on the key issues of the deal. The reason is that once a letter of intent has been signed and an exclusivity negotiating period has been granted to a buyer, the leverage in the negotiations will most often swing to the buyer.

Therefore, the seller will often want to have a complete picture of the price and deal terms before it is locked up and precluded from talking to other potential buyers. And the more detailed the letter of intent, the more likely that a definitive acquisition agreement can be negotiated successfully. The best time to get key concessions from a buyer is when the buyer believes there are competing bidders and where it does not have exclusivity.

The Buyer’s Perspective

From the buyer’s perspective, especially where the buyer has considerable negotiating leverage, it will favor a short-form letter of intent that includes a long period of exclusivity in order for it to finish its due diligence and negotiate a definitive merger or acquisition agreement.

The buyer typically will argue that it can’t agree to some of the key terms of the deal in the letter of intent until it completes its due diligence. (The seller will dispute that argument—the buyer can agree to key terms, but if problems arise in its due diligence, it is always free to renegotiate any provision.)

In some situations, it is in the buyer’s interest to also have a detailed letter of intent to avoid spending lots of management resources and legal fees on a deal that might not get consummated.

Binding vs. Non-Binding Terms of the Acquisition Letter of Intent

The letter of intent will typically state that it is non-binding, except for certain designated provisions. Usually at this stage in the acquisition process, neither the buyer nor the seller are willing to be bound to conclude a transaction. Further, the letter of intent does not contain all the terms that should be agreed upon in an acquisition.

Nevertheless, certain provisions are typically designated as binding, such as:

• Confidentiality: The letter of intent and its terms should be agreed to be confidential and typically subject to the non-disclosure agreement between the parties.
• Exclusivity: The scope and terms for exclusivity granted to the buyer.
• Expenses: Statement that the parties each bear their own expenses or, in some instances, whether one party (usually the buyer) will cover some of the other party’s expenses.
• Conduct of the Business: Buyers sometimes insist that sellers agree to operate the selling company’s business only in the ordinary course and refrain from certain material actions.
• Dispute Resolution: The parties sometimes agree that any disputes surrounding the letter of intent would be resolved exclusively by confidential binding arbitration.

The letter of intent should clearly state which portions are binding and which are not. Lack of clarity on this point might allow a court to enforce (or refuse to enforce) a provision contrary to the intent of the parties.

Exclusivity for the Buyer/No Shop

The buyer will typically insist on a binding exclusivity/no shop period where the seller and its officers, directors, representatives, advisors, employees, stockholders, and affiliates may not engage in any discussions or negotiations with, provide information to, or enter into agreements with any other prospective buyer. The seller is also precluded from “shopping” the buyer’s bid or the company.

The exclusivity provision will also typically require the seller to immediately terminate any other sale discussions.

The buyer may also ask that it be notified of any inquiry or offers from other potential buyers during the exclusivity period, and the terms thereof (including the identity of the third party).

The seller will want to keep the exclusivity period short (for example, 15 days) and the buyer will typically want longer (for example, 30-60 days). Some buyers may request even longer periods of exclusivity because of due diligence issues.

The seller should insist on a sentence that allows it to terminate the exclusivity period early if the buyer subsequently proposes a lower price or materially worse terms, or if the seller believes in good faith that the parties are not making sufficient progress on finalizing a deal or the buyer is not keeping up with the time table agreed to by the parties (discussed below). The buyer will, of course, resist giving the seller a basis to terminate exclusivity early since the buyer will begin spending substantial resources on conducting due diligence and preparing documentation. In many instances, the compromise will be an exclusivity period somewhat shorter than the buyer desires.

Price for the Acquisition

The price for the deal is obviously the key issue, but the letter of intent should make clear:

• Cash. Whether the price will be paid all cash upfront.
• Stock. If stock is to be part or all of the consideration offered by the buyer, the terms of the stock (common or preferred), liquidation preferences, dividend rights, redemption rights, voting and board rights, restrictions on transferability (if any), and registration rights.
• Note. If a promissory note is to be part of the buyer’s consideration, what the interest and principal payments will be, whether the promissory note will be secured or unsecured, whether the note will be guaranteed by a third party, what the key events of default will be, and the right to accelerate payment of the note upon a breach by the buyer.
• Cash-free/debt-free. Whether the company will be “debt-free and cash-free” at the closing or whether the buyer will assume various indebtedness.
• Working capital. Whether there will be a working capital adjustment and how working capital will be calculated. This is ultimately just an adjustment up or down to the purchase price. The buyer may argue that it should get the business with a “normalized working capital” and the seller will argue that if there is a working capital adjustment clause, the target working capital should be zero. This working capital mechanism, if not properly drafted, could result in a significant adjustment in the final purchase price to the detriment and surprise of the adversely affected party.
• Earnout. If part of the consideration is an earnout, how the earnout will work, milestones to be met (such as gross revenues or EBITDA and over what period of time), what payments are to be made if milestones are met, what protections will be offered the seller to enhance the likelihood of the earnout being paid, information and inspection rights, etc. Earnouts tend to be the source of frequent disputes and sometimes litigation. Precision in drafting these provisions and agreeing on suitable dispute resolution processes is essential.

Timeline for the Acquisition

Sometimes it is useful to set forth in the letter of intent dates by which the parties expect various matters to be completed, such as:

• When the online data room (the virtual room where the seller’s key documents and contracts are housed) will be made available to the buyer.
• When the first draft of the acquisition agreement and exhibits will be presented by one party and when first comments will be provided
• When due diligence is to be completed by the buyer
• The expected signing date of the acquisition agreement
• The expected closing date

Limitations of Liability/Indemnification

In private company acquisitions, the seller often asks for indemnification from the buyer for breaches of representations made in the acquisition agreement. Indemnification effectively adjusts the purchase price downwards and therefore the terms of indemnification are almost always the subject of lengthy negotiations.

The seller (and its stockholders), well aware that their bargaining leverage will decline once the letter of intent is signed, frequently will insist that the letter of intent set forth limitations on the scope of this indemnification obligation.

In contrast, buyers will typically resist, asserting that negotiation of the terms of indemnification should be deferred to the negotiation of the entire acquisition agreement, at which time the buyer will be much better informed about the seller’s business and liabilities. Although market practice today is to specify the size of an indemnification escrow and the extent to which it might be the sole source of recovery for buyer indemnification claims, it is sometimes difficult for sellers to obtain in the letter of intent additional limitations on its (or its stockholders’) indemnification obligations.

In some deals, the seller with leverage can take the position that the deal should be structured like a public company-type deal—that there is no escrow and that representations, warranties, and covenants expire at the closing. An escrow in private company acquisitions can be used to secure the seller’s indemnification by placing an agreed amount of the cash purchase price into an escrow. The seller will argue that if the buyer wants additional protections, it can do so through its own careful due diligence and by obtaining the protections afforded by M&A representation and warranties insurance.

In the last few years, M&A representations and warranties insurance, in lieu of extensive indemnification provisions, have become the norm (especially with private equity buyers).

Indemnification obligations may be limited in a variety of ways, such as:

• The seller should prepare a full and thorough disclosure schedule laying out all required disclosures under the acquisition agreement to reduce the risk that the buyer will seek indemnification for breach of the seller’s representations and warranties.
• If M&A representations and warranties insurance is not available, the seller can seek a short-term limited escrow (5% of the purchase price for 9-12 months) to be the exclusive recourse for breach of the seller’s representations and warranties. Of course, buyers will seek larger escrows and longer time periods. Although it has become common for the parties to an acquisition to agree to allow the buyer to seek recovery beyond the escrow (or after it has been disbursed) for breaches of certain “fundamental representations,” in every negotiation the seller should carefully consider insisting that the buyer’s recourse for indemnification be limited to the escrow or to M&A reps and warranties insurance..
• The seller will want “fundamental representations” to only consist of those relating to due authorization, due organization, and enforceability of the acquisition agreement. However, some buyers will argue that representations around capitalization, tax matters, intellectual property matters, and fees owed to advisors also fall in the bucket of “fundamental representations.” Sellers strongly resist such a provision.
• The seller should make sure that survival periods for breaches of general representations and warranties are no longer than the term of any escrow, except with respect to “fundamental representations.”
• To the extent that indemnification may be required by the selling stockholders under the acquisition agreement, that indemnification should be “several” (i.e., pro rata) and not “joint and several” liability (which would make any single stockholder liable for all of the losses alleged by a buyer). In addition, the seller should insist that no indemnifying stockholder be liable for more than the amount of sale proceeds actually received by the indemnifying stockholder.
• Other limitations that are negotiated include the dollar threshold before indemnity is required, caps on the indemnity, exclusions or carve-outs from the indemnity, limitations on what types of losses a buyer may recover, and the extent to which a buyer’s knowledge of an inaccuracy in the seller’s representations bars indemnification.

Representations and Warranties

The letter of intent will typically not include a detailed listing of the seller’s representations and warranties. But if the seller desires to have certain materiality or knowledge qualifiers for particular representations and warranties, it may be best to negotiate these in the letter of intent. For example, the seller may want to state that any representations and warranties concerning intellectual property infringement issues be limited by a knowledge qualifier.

Employee Issues

To the extent there are any key employee issues for the seller or buyer, it may be prudent to address these in the letter of intent. Such issues could include:

• Whether the buyer will assume the seller’s unvested employee stock options (and whether that assumption is in addition to the purchase price).
• The types of compensation and benefits to be made available to the seller's employees by the buyer.
• The hiring of any key executives, the key terms of employment, and the extent to which the closing of the acquisition is conditioned upon such key employees entering into employment agreements with the buyer.

Conditions to Closing of the Acquisition

The seller will want to set forth key conditions to closing (and ideally will want the letter of intent to set forth the only conditions to closing). That way, the seller will have a better understanding of the likelihood of a closing.

The typical closing conditions that a seller will allow for the benefit of the buyer include:

• The truth and accuracy, in all material respects, of its representations and warranties in the acquisition agreement.
• The compliance by the seller of its covenants in the acquisition agreement, in all material respects.
• The obtaining of any necessary governmental consents (such as Hart-Scott-Rodino Antitrust approvals).

The buyer may also insist on the following closing conditions, among others:

• The obtaining of consents that may be required from third parties under change in control provisions in key contracts.
• Absence of any litigation seeking to enjoin the transaction or any litigation material to the seller.
• The execution of employment agreements with key executives of the seller.
• The execution of non-compete and non-solicitation agreements by the stockholders (venture capital and institutional investors almost never agree to these)
• No material adverse change in the business of the seller between signing of the acquisition agreement and closing (the seller will insist on various exclusions to this condition).
• The obtaining of financing (sellers will strongly resist this as a closing condition, arguing it introduces too much uncertainty and is outside of the seller’s control).
• Delivery of audited financial statements of the seller to enable the buyer, if the buyer is a public company, to comply with its securities law reporting obligations.
• Delivery by the seller of the consent to the acquisition by the holders of a very high percentage of the seller’s outstanding equity and delivery by such stockholders of support agreements waiving dissenters’ rights, agreeing to keep company and transaction-related information confidential, and agreeing not to sell their stock except to the buyer.

Dispute Resolution

It is desirable for the letter of intent to set forth how and where resolution of disputes will happen, both under the letter of intent and under the acquisition agreement.

My preference is for a confidential binding arbitration/provision, under the AAA or JAMS commercial arbitration rules in existence at the commencement of the arbitration, before one arbitrator chosen by the arbitration association. In deals involving international parties, international arbitration firms (such as the International Chamber of Commerce) should be considered for this purpose.

Such an arbitration provision allows for faster and more cost-effective resolution of disputes than litigation. Litigation can be extremely costly and last for many years during any appeal process.

Among the issues to be considered with respect to an arbitration provision are the number of arbitrators, the location of the arbitration, the scope of discovery, the time period for resolution, and who will bear the fees and expenses of the arbitrator. I also typically prefer a provision that states that each party will pay its own legal fees and costs, and 50% of the arbitrator’s fees.

Benefits of an Acquisition Letter of Intent

A well-drafted letter of intent can increase the likelihood of an acquisition successfully closing, on optimal terms. To see some sample letters of intent, check out the Forms and Agreements section of AllBusiness.com.

Related Articles:

• Mergers and Acquisitions: What Management Teams Want to Know from a Perspective M&A Acquirer
• Mergers & Acquisitions: 32 Vital Issues for M&A Sellers
• How CEOs and Management Teams Can be Rewarded and Protected in an M&A Transaction

If you were looking forward to the tax advantages of electing S Corporation status for your LLC’s or corporation’s 2026 tax year but missed the IRS March 16 deadline, don’t be too hard on yourself. There’s still hope for your business’s bottom line. The IRS may still grant you the S Corporation election for the current tax year if you demonstrate reasonable cause for not meeting the due date.

What Are Valid Reasons for Missing the S Corp Election Deadline?

When filing the S Corporation election form (IRS Form 2553) properly with a reasonable cause explanation, the IRS may allow an entity’s election to be applied retroactively to January 1.

The reasonable cause statement explains why the business owners didn’t file the election on time and confirms the entity’s intent to be treated as an S Corporation for tax purposes as of the beginning of the year. For the IRS to consider late election relief, the missed deadline must be the only issue at play, and the business owners must have taken action to correct it as soon as they identified the problem.

Examples of the reasonable causes the IRS might deem valid for granting late filing relief include:

• The business’s responsible party, accountant, or tax professional failed to submit Form 2553.
• The corporation’s leadership or shareholders weren’t aware they had to submit Form 2553 to the IRS.
• The corporation’s leadership or shareholders weren’t aware of the deadline for submitting Form 2553.

What To Do If You Don’t Submit Your 2553 Form on Time and Don’t Qualify for Relief

Entities that want the election effective at the start of 2027 may file Form 2553 anytime during 2026, so filing now for January 1 of the next tax year will allow you to get a jump on things.

Note that this year’s March 16 deadline applies only to existing businesses that follow the calendar tax year. Existing businesses that follow a fiscal year other than the calendar year have two months and 15 days after the start of their fiscal year to complete their Form 2553, so their due date is different from that of those with a January 1 - December 31 tax year. New LLCs or Corporations have two months and 15 days from their date of formation or incorporation to elect S Corporation tax treatment.

A Quick Refresher on Eligibility Requirements for and Advantages of the S Corporation Election

For an LLC or corporation to qualify for S Corporation status, it must file IRS Form 2553 and meet the following criteria:

• Be a domestic corporation (or other entity eligible to be treated as a Corporation).
• Have only allowable shareholders (individuals, certain trusts, and estates). Partnerships, Corporations, and non-resident alien shareholders are not permitted.
• Have no more than 100 shareholders.
• Have only one class of stock.
• Cannot be an ineligible corporation, such as certain financial institutions, insurance companies, and current or former domestic international sales corporations (DISCs).
• Have a tax year ending on December 31 or meet the qualifications (or obtain approvals) for using a different fiscal year.

Eligible business entities can potentially look forward to the following benefits from the S Corporation election:

• C Corporations avoid having certain profits taxed at both the corporate and individual levels.
• LLC members may lower their self-employment tax burden because only income paid to the business owners through payroll is subject to Social Security and Medicare taxes (a.k.a. FICA). Profit distributions are not subject to FICA; they are only subject to income tax.
• S Corporation status retains personal liability protection for business owners, officers, and directors.
• C Corporations gain the simplicity of passthrough entity tax reporting by electing to be taxed as S Corporations.
• The underlying entity’s state business compliance requirements (other than tax forms) remain essentially unchanged.

Final Thoughts on Missing the S Corp Election Deadline

Business owners who had the best intentions but missed the S Corporation election deadline should not delay filing Form 2553 if they want the best chance of receiving relief. A prompt, correctly completed filing can help ensure a company is approved for S Corporation status and enjoys the tax advantages without delay.

Post sponsored by Bsign Store

Room numbering is one of the most basic yet critical elements of interior navigation. In hotels, offices, residential complexes, and public buildings, people rely on room numbers to confirm location, direction, and access. When numbering is unclear or inconsistent, even a well-planned layout becomes confusing. Custom room number signs address this issue by aligning identification directly with how a building is used.

Unlike generic solutions, custom room numbers are designed for specific doors, corridors, and user flows. This allows numbering systems to remain clear across different floors and sections, reducing hesitation and unnecessary movement.

Reliable custom room number signs, available through Bsign Store, support this clarity by combining precise production with predictable placement rules.

Why Custom Room Numbers Improve Navigation

Room numbers work best when they follow a system people can quickly understand. Customization allows that system to be built around the actual structure of the building rather than adapting the building to pre-made signs.

Functional advantages include:

• Consistent size and position on every door
• Numbering that reflects logical floor layouts
• Clear distinction between similar or neighboring rooms

When these elements are planned together, users do not need to stop and interpret signage. Movement becomes faster and more confident.

Where Room Numbering Matters Most

Clear room numbering is essential in environments where people move independently and may be unfamiliar with the layout. In such spaces, signage must replace verbal instructions.

Custom room number signs are especially important in:

• Hotels, where guests navigate corridors without staff assistance
• Office buildings, where meeting rooms and departments must be identified quickly
• Medical and educational facilities, where clarity supports safety and schedules
• Residential complexes, where visitors and service providers rely on predictable numbering

In all these cases, room numbers function as part of the building’s operational system, not as decorative details.

Materials Selected for Long-Term Performance

Room number signs are touched frequently and cleaned regularly. They must remain readable and stable over time. For this reason, our production focuses exclusively on wood, stainless steel, and acrylic glass. All signs are produced as wall-mounted or desk-mounted elements, ensuring safe installation and consistent visibility.

Technical Details That Support Daily Use

Precision manufacturing ensures that room numbers remain aligned and readable across large buildings. CNC laser cutting provides uniform dimensions, while permanent UV printing prevents fading over time.

Each sign is handcrafted and finished individually, maintaining quality even in large numbering systems. For greater accessibility, Braille can be added upon request, allowing room identification to support inclusive navigation without changing the overall system.

These technical factors reduce maintenance needs and improve long-term reliability.

Functional Expectations Looking Toward 2026

By 2026, users expect buildings to explain themselves clearly. Room numbering should not require interpretation or assistance. Custom solutions meet this expectation by fitting signage precisely to the building’s layout and daily use.

When room numbers are consistent, durable, and logically placed, they quietly support efficient movement. People reach their destination without interruption, and the building functions as intended.

Custom room number signs succeed not by standing out, but by working reliably—every day, on every door.

About the Author

Olena Zadniprovska

Olena Zadniprovska is a content writer working on interior signage and wayfinding topics for commercial and residential spaces. She focuses on how design, numbering systems, and visual clarity support navigation and everyday use in modern buildings.

Company: Bsign Store

Website: www.bsign-store.com

As an American expat who has been living in the south of Italy for the past three years, I’ve picked up on several differences in the way Italians value work compared to the American point of view.

You’ve already heard of la dolce vita…it turns out it’s a part of the culture that Americans could stand to emulate. Here are a few of the practices and mindsets I’m working to adopt in my new home.

1. You Are Not Defined by What You Do

Go to a cocktail party in the U.S. and inevitably, one of the first things a stranger will ask you is: “So, what do you do?”

We’re obsessed with our jobs, and we wear them as masks that define us. Italians, on the other hand, don’t identify themselves by the work they perform. In fact, it’s rare that I talk about work with friends here.

Italians, instead, are more keen to talk about what they’re into. Often, this means what they ate or what they’re planning to eat! They also talk about the animals they’re raising, the weather, and the latest gossip.

I think Americans could stand to dissociate a bit from their work. After all, we are comprised of many things, and work is but one component!

2. Take Your Breaks Seriously

In the south of Italy, everything (except large grocery stores) shuts down from noon until four. That means if you want to pop into a store or get your teeth cleaned at midday, you’ll be in for a disappointment.

I love that Italians completely stop working for these hours. They have a big lunch with the family (no microwaved meal at their desks) and then maybe take a nap.

Americans, on the other hand, never stop working. We check our email obsessively after hours and on the weekends, for fear of missing some critical message that will explode if not opened instantly.

Italians understand that taking a break helps us regulate our stress levels. Even if you’re having a terrible day at work, taking a four-hour break (and a nap) will remedy it! And Italy actually has laws in place that prevent employees from being available for work outside of normal work hours. I love this!

I don’t expect American corporations to adopt a giant break in the middle of the day, but you personally can at least limit your availability to your traditional work hours.

3. Don't Be Afraid to Pivot

When I met my husband, he was a librarian. And a tour guide. He’d been an archeologist, and now he teaches Italian.

I know few Italians here in the south who stick to one job their whole lives. This is, in large part, because there aren’t a lot of jobs for people with degrees in the south (there is a brain-drain exodus issue that started in the 1950s when southerners moved to the north to find work). And since Italians don’t identify with their work in the same way as Americans, there’s no shame in changing lines of work.

I’ve even done it myself; as AI has taken more writing jobs from me, I’ve ventured into other jobs, like training AI and teaching English.

4. A Vacation Should Be Relaxing

I know Americans who, when they go on vacation, plan a whirlwind trip that leaves them little time to actually relax.

Here in Italy, many people take the entire month of August off. Employers don’t get mad; they close shop and head to the beach, too. I live near the Ionian Sea, and every August, Italians from the north flock here to do little more than soak up the sun, eat our spicy peperoncini, drink Calabrian wine, and enjoy family. They’re not interested in seeing the sights or taking the kids to a theme park. For Italians, a vacation is designed to be enjoyed, not overstuffed with activities.

5. There’s Always Time for Life’s Pleasures

I live in a small mountain village in Calabria, and just about everyone here owns at least one piece of land where they grow gardens and raise chickens and maybe a goat or two. They have jobs, but after hours, they roll up their sleeves and dig in the dirt.

Yes, it can be a labor of love. Someone’s got to till the land, and that’s tedious work. But there’s such joy when we’re all together, planting fava beans or harvesting olives, knowing that we raised the food that we now will enjoy. A crisp beer and a few laughs, and it feels nothing like work.

I’ve fallen in love with herbalism, and my walks in the mountains gift me with armfuls of flowers and herbs I use in food, medicine, and skincare products. We all have something that brings us joy outside of work, and that’s how it should be.

Securities litigation is undergoing a quiet but consequential transformation. The rise of artificial intelligence and a shifting regulatory environment are changing not only the types of claims being brought, but also how plaintiffs plead cases, how regulators shape and enforce rules, and how companies manage litigation risk. Together, these forces are challenging traditional approaches that no longer fit the realities of today’s market.

As these dynamics evolve, companies and their advisors are being pushed to rethink disclosure practices, litigation strategy, and the role of experts earlier than ever in the process. Precision, innovation, and the ability to translate complex financial and market data into defensible positions have become increasingly critical, particularly at the motion to dismiss stage, where cases are often won or lost outright.

We sat down with Eric Poer, Managing Director at Secretariat International, an expert advisory and disputes consulting firm whose professionals have worked on some of the most impactful matters across the globe, to discuss the changing landscape of securities litigation.

Q: Can you tell us about Secretariat and your role within the firm?

A: Secretariat is a leading advisory firm that specializes in disputes and investigations with more than 700 experts and advisors worldwide. Our experts have been engaged by most of the Am Law 100 law firms and have completed more than 10,000 engagements on six continents. We operate strategically, growing by selectively hiring top-tier professionals who not only bring deep subject matter expertise, but also fit a highly collaborative and entrepreneurial culture.

I now lead Secretariat’s securities litigation and complex financial disputes practices. Our work sits at the intersection of financial markets, regulation, and litigation, supporting clients in matters where the factual, economic, and accounting issues are both highly technical and highly consequential. I have practiced in this area for more than 20 years and have worked on some of the largest, most complex, and highest-profile securities litigation and investigations matters in the country, including the Wells Fargo sales practices investigation, one of Apple’s most significant securities litigation matters, the recent Rivian Automotive securities litigation related to its IPO, and many more.

Q: What types of clients and matters does your practice focus on?

A: Our primary clients are Am Law 100 law firms and directors and officers facing regulatory inquiries, enforcement actions, or securities litigation. We are most often engaged in situations where the issues are technically demanding and time-sensitive, and where early strategic decisions can materially affect the trajectory of a case. From an industry perspective, we routinely work with large, global financial institutions and many of the most highly regarded Fortune 100 technology companies in the world.

The matters we typically work on include securities class actions, derivative litigation, complex financial disputes, including damages assessments, and forensic investigations involving disclosure issues, market activity, valuation, or transaction-related allegations. Increasingly, we are brought in early, often before a motion to dismiss is even filed. At this early stage, we help to shape defense strategy before positions harden and costs escalate.

Q: What differentiates your securities litigation practice from others in the market?

A: The core differentiator is our expert-led, technology-enabled team model. We operate with a lean, deeply experienced group of professionals who have worked together for more than 15 years. That continuity matters. It allows us to move quickly, communicate efficiently, and apply judgment that has been refined across decades of dealing with similar matters.

Our size also enables us to take a highly strategic and tactical approach. Rather than applying a one-size-fits-all framework, we tailor our analysis to the specific allegations and strategic objectives of each case. We are technology-enabled, but expert-driven—the tools support the analysis, not the other way around.

Just as important, we are comfortable going very narrow and deep. In many cases, the most impactful issues hinge on a very specific nuance and our clients require niche expertise to support their needs. We have access to more than 1 million industry experts that we frequently partner with to supplement our accounting, economic, and financial experts. Our experience allows us to surface those nuanced issues early and help clients focus their resources where they matter most.

Q: How have client expectations in securities litigation evolved in recent years?

A: Securities litigation is quickly changing—both procedurally and due to technological shifts.

Settlements are increasingly growing, with median settlement value in 2025 at a 10-year high, particularly if a matter survives a motion to dismiss. As a result, clients increasingly expect advisors who can help them win—or significantly narrow—the case early. There is far less appetite for broad, unfocused analysis. Instead, clients want precision, credibility, and a clear articulation of why certain theories fail under scrutiny at the pleadings stage.

This has elevated the importance of targeted financial and market analysis and the ability to respond creatively and credibly when translating complex technical issues into persuasive, defensible positions under intense judicial scrutiny.

In addition, clients increasingly expect that experts know how to use AI effectively and responsibly. Deliverables that rely on generative or analytical AI must meet rigorous and defensible standards—with robust human oversight.

Q: What major enforcement and regulatory shifts are influencing securities litigation this year?

A: One of the most notable shifts is the increased role of state attorneys general in enforcement activity. As federal enforcement priorities have shifted and staffing reductions have affected agencies like the SEC and DOJ, state attorneys general appear poised to step in to fill perceived gaps. That dynamic introduces new risks for companies that may have historically focused their compliance and litigation strategies on federal regulators.

At the same time, the SEC itself has undergone significant changes, with more anticipated. These developments are creating uncertainty, but also opportunity, for public companies as they reassess disclosure practices, governance structures, and litigation risk.

Q: What about arbitration provisions as a way to limit litigation?

A: One of the more interesting and potentially transformative developments is the emerging opportunity for public companies to enforce arbitration provisions that could limit or eliminate securities class actions as we know them. The SEC has taken a more neutral stance on arbitration clauses in registration statements, opening the door for companies to revisit this issue.

What’s especially significant is that costs for companies and insurers could skyrocket, while opportunities for plaintiffs could diminish. Securities class actions in their current form, often lasting for several years, are still far more efficient than dozens or even hundreds of individual arbitration claims, each requiring separate defense.

It is an area that warrants close attention, as future challenges and regulatory responses will shape how viable this strategy ultimately becomes.

Q: We haven’t really talked about the focus that seems to be on everyone’s minds these days: artificial intelligence. How is AI influencing securities litigation?

A: AI-related securities claims have emerged as one of the most significant recent developments. Plaintiffs are increasingly focusing on alleged misrepresentations about companies’ AI capabilities, deployment, or strategic importance. Many of these cases revolve around what has been described as “AI-washing,” where companies are alleged to have overstated the sophistication or impact of AI initiatives.

Plaintiffs are testing how courts will evaluate statements about AI that may be aspirational, forward-looking, or grounded in rapidly changing technical realities. As a result, we are seeing that AI-related filings generally have been dismissed at a lower rate than other filings but are settled at a higher rate.

Outside of trends in securities class actions, my personal view is that we need to be leaning into AI or we’ll be left behind. At Secretariat, we are actively pursuing and implementing opportunities to utilize AI in a smart and responsible way.

We like to equate AI to a first-year analyst. It’s smart and capable but needs to be checked for accuracy and reasoning. So yes, we are always looking for ways to deploy advanced technology to benefit our clients, but that technology is always supported by expert judgment and never replaces it; the stakes are simply too high in our business to do otherwise.

Q: AI is certainly an increasingly litigated area. What other topics are seeing increased litigation?

A: Crypto-related disputes and enforcement remain a growing area. In 2025, there were 14 cases with crypto-related claims, 75% more than in 2024. In addition, healthcare-related filings always account for a significant portion of securities litigation filings, and this continued in 2025, with healthcare-related filings accounting for more new filings than any other sector. Each of these trends is likely to continue in 2026.

Conclusion on the Securities Litigation Landscape

Although the SEC has shifted from its regulation by enforcement era, it is evident that private litigation and state attorneys general will fill at least some of the enforcement void. In addition, the potential for public companies to enforce arbitration provisions could have a transformative effect on securities litigation as we know it; however, at this time, it is not clear that a significant number of companies have or will adopt such provisions. Undoubtedly, this year will be a year of change in the securities litigation space.

More Articles:

• Letters of Intent in Mergers & Acquisitions
• Mergers & Acquisitions: 32 Vital Issues for M&A Sellers
• How CEOs and Management Teams Can Be Rewarded and Protected in an M&A Transaction

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