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Employment Agreements and Carried Interest for Fund Principals – The Dangers of Inconsistency
In Fairstead Capital Management LLC and FCM Affordable LLC v. William Blodget, Vice Chancellor Laster ruled on May 14, 2026 that Fairfield, one of the nation’s largest multi-family…
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Boards with Dual Fiduciaries in Delaware Beware
In Eric Douglas Guilbeau, et. al. v. Footprint International Holdco, Inc., et al., Vice Chancellor Laster ruled on May 12, 2026 that the plaintiff’s claims that a board lacked a disinterested and independent majority, requiring entire fairness – both fair dealing and fair price – could not be dismissed. The board approved Class F financing…
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Friends, Families, and Fools – Delaware Chancery Court Rules on Constituency Directors
I fondly recall from an entrepreneurship class with Dan Himelstein at University of California, Berkeley, Haas School of Business that your first round of financing as an entrepreneur is composed of the 3 Fs: Friends, Family… and Fools.
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Fogel & Potamianos LLP Welcomes Andreea Sitaru to Corporate Practice
Los Angeles, CA – April 17, 2026 – Fogel & Potamianos LLP (F&P) is proud to announce that Andreea Sitaru has joined the firm as Of Counsel, Corporate, further strengthening its corporate practice and expanding its cross-border legal capabilities.
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How Chambers Spotlight Rankings Build Credibility and Community: Meet Fogel & Potamianos LLP
Fogel & Potamianos is a boutique law firm with offices in Los Angeles, CA, and Austin, TX. In 2025, the firm was acknowledged in the Chambers California Spotlight Guide, ranking in the Corporate/ Commercial category.
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The Do’s and Don’ts of Stockholder Section 220 Demands
In Christian Schank, et al. v. Ariz. Isotopes Sci. Rsch. Corp, decided in late 2025 by the Delaware Chancery Court and for which a final report was issued on April 24, 2026, the plaintiffs representing more than 5% of the company’s stock demanded to inspect Company records under Section 220 of the Delaware General Corporation…
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Risk Prevention Strategies in M&A Deals & Building The Right Team
In this compelling episode, Jaryd Krause is joined by seasoned dealmaker and legal expert Jerome Fogel, partner at Fogel & Potamianos LLP, a boutique law firm specializing in high-stakes mergers, acquisitions, and capital raises. With a client list that spans venture funds, emerging tech companies, and elite athletes, Jerome offers a rare behind-the-scenes look at…
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In re Zoox – Intermediate Scenarios in M&A
In the early stages of a company, sights are set high. Founders genuinely believe the company can be the next unicorn. Yet the reality is that most companies are either stunning failures (company goes to zero) or have intermediate success (exit for enough to pay preferred shareholders and very little for common shareholders). There are…
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F&P’s 2025 Venture Capital Fund Builder ™
Investors and advisors who have a skill for picking winning private company investments, as well as principals and rising stars from more established venture funds, become candidates to start their own venture funds. These are emerging managers who embark on the journey of fund formation. However, navigating the complex maze of corporate and securities law,…
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The Case of Trolley Square Hospitality, LLC – A Call to Craftsmanship
We live in an era of quick fixes, cut and paste solutions, and AI at our fingertips. But these are not a replacement for wisdom and craftsmanship in contract drafting…




















