Business & Legal Developments
Friends,
In last month’s newsletter, we explored the evolving dynamics of venture capital (VC) dealmaking and the challenges startups face in raising capital, as well as the shifting landscape of corporate venture capital and its impact on mergers and acquisitions.
This month, we turn our focus to recent developments in U.S. trade policy and the potential impact of these changes on the VC landscape.
President Trump recently announced new tariffs on a wide range of foreign imports, with rates ranging from 10% to 50%. These measures are aimed at strengthening U.S. manufacturing and reducing dependency on foreign goods by imposing higher trade barriers on imports from countries such as China, Europe, and Japan. Inevitably, the announcement of new tariffs by the United States will trigger new or punitive anti-U.S. tariffs by European, Asian and other non-U.S. jurisdictions against U.S. goods. Will non-U.S. jurisdictions start applying tariffs to the sale outside the U.S. of American software and services?
These tariffs could introduce new challenges for startups, particularly those with international supply chains. The increased cost of imports could pressure profit margins, which may lead to a more cautious investment environment. In a recent WSJ article, Egnyte CEO Vineet Jain has noted concerns that such policy shifts may contribute to macroeconomic uncertainty and slow demand in the latter half of 2025.
For the technology sector, which receives a significant share of VC funding, the new tariffs may present more immediate obstacles. With duties imposed on tech equipment from China (34%), Taiwan (32%), and South Korea (25%), along with a 10% baseline tariff on all imports, key infrastructure projects could face delays or reconsiderations. According to Reuters, this move may lead to shifts in funding priorities, with tech firms reallocating capital to other regions or projects to mitigate the impact of the tariffs.
As these policy shifts unfold, innovation companies and their financial sponsors will need to remain nimble in navigating the evolving economic landscape.
As always, do not hesitate to contact us if we can help you think through the impact of the trade wars on your business, brainstorm a legal or business challenge you are facing, or connect you to a potential investor, professional, or entrepreneur.
My best, Louis Lehot for Team Foley
Spotlight on AABA’s Gala
Asian American Bar Association’s Annual Gala | March 27, 2025
Foley was proud to sponsor and attend this year’s Annual Gala of the Asian American Bar Association (AABA) of the greater San Francisco Bay Area. The event celebrated the achievements of Asian American legal professionals and honored trailblazers, including Chief Magistrate Judge Donna M. Ryu, civil rights advocate Christine Sun, and Hawaii Supreme Court Justice Sabrina McKenna. Attendees gathered to foster connections and support the AABA’s mission of empowering APA attorneys and law students.
Events
Upcoming:
AI and the Future of Business: An Intimate Roundtable Dinner | April 10, 2025
Artificial intelligence (AI) is transforming industries at an unprecedented pace. It is reshaping business strategies, redefining workforces, and unlocking new opportunities. As leaders, how do we harness its power while navigating the challenges it presents? Join Foley for an intimate, thought-provoking evening where we will dive into the real-world implications of AI across industries. This exclusive roundtable dinner will provide a chance to exchange ideas, gain fresh insights, and engage in candid discussions about the future of business in this era of rapid change.
Founder & Funders Poker Tournament | April 10, 2025
Join Foley & Lardner for an exclusive evening of high-stakes strategy and high-value connections at our Founders & Funders Poker Tournament. This invite-only event brings together top investors and visionary founders for a night of friendly competition, great conversations, and the opportunity to forge lasting relationships — all over a hand of poker. Enjoy delicious food and refreshments while you sharpen your skills, test your luck, and see if your poker face holds up against some of the best minds in the industry. Whether you are all-in or just there for the camaraderie, it is a night you will not want to miss.
Capital Connect: Rising Above the Noise | April 24, 2025
Join Foley, CollectiveMinds, and HSBC Innovation Banking in Silicon Valley for Capital Connect, where we have planned an afternoon to explore the dynamic landscape of the biopharma industry. This year’s event features a group of panelists discussing investment trends beyond mega-deals, including financing prospects for non-mega deals, strategies for rising above the noise, and the challenges and opportunities for both biopharma CEOs and investors. Foley’s Antoinette Konski will be among the select group of panelists. The discussion will also cover the pre-seed and seed markets, offering valuable perspectives and networking opportunities to help you navigate this rapidly evolving sector and understand what’s happening beyond the headline-grabbing mega-deals.
LatAm Tech Forum | April 25, 2025
Once again, Foley will be the platinum headlining sponsor of our client Riverwood Capital’s LatAm Tech Forum in Miami, Florida, bringing together Latin America’s leading entrepreneurs, investors and companies to build out the innovation landscape. We are looking forward to meeting and hearing from these inspiring leaders as they plan the future of Latin American innovation. Foley is proud to be a returning sponsor of this important event, bringing together leaders and innovators in the Latin American technology landscape. Joshua Ehrenfeld, Louis Lehot, and André Thiollier will be in attendance and would value the opportunity to connect with you in person during the event.
Recent:
Foley General Counsel Roundtable on State Incorporation | April 4, 2025
Foley hosted a lunch designed exclusively for General Counsels of late-stage and public companies to discuss developments in Delaware, Nevada and Texas state laws and recent court cases that are driving companies to consider big moves in 2025. Chris Converse and Chris Babcock from our Texas offices led an informative discussion laying out Texas’s response to recent case law in Delaware, and what is attracting companies to move to Texas, offering a fresh perspective on the traditional dominance of Delaware. Our Silicon Valley partners Nick O’Keefe and Brian Wheeler together with yours truly presented Delaware’s counter response to what some have coined “DExit.” Finally, general counsels shared concerns about stakeholder response and shareholder engagement, and how to run a process to arrive at the right decision for their companies.
SF March Private Founders Breakfast | March 26, 2025
Foley, Supermomos, and Fidelity Private Shares recently co-hosted an exclusive breakfast in San Francisco for venture-backed founders and funders. Featuring insights from Tammie Siew, General Partner at pebblebed, attendees gained valuable perspectives on fundraising, product-market fit, and scaling to more than US$1,000,000 in revenue. The event fostered meaningful connections in a private setting over a hearty breakfast, with curated discussions and networking.
AI and Greece: An Emerging Innovation Destination | March 20, 2025
Foley and the Hellenic Innovation Network recently hosted an in-depth discussion on Greece’s strategic advancements in artificial intelligence at our Palo Alto office. Featuring Andreas Stavropoulos from Threshold Ventures and Tota Zoura from FalconX, along with a Startup Panel moderated by George Panagiotakopoulos, the event explored Greece’s evolving role in the global AI landscape and emerging opportunities within its tech ecosystem. A networking reception followed, providing attendees the opportunity to engage and connect.
Policy Changes Impacting Boardrooms | March 4, 2025
Foley, alongside the NACD Northern California Chapter, recently hosted a virtual panel discussion to examine the impact of a new presidential administration and evolving state-driven regulations on corporate governance, regulatory compliance, and business strategy. The panelists discussed key topics, including the potential shift in corporate domiciles, SEC regulatory changes, state legal developments, and tariff and supply chain updates. Christine Gorjanc, along with Foley’s Ed Burbach, Patrick Daugherty, Louis Lehot, Christopher Swift, and Jessica Lochmann, shared valuable insights on these pressing issues.
Thought Leadership
A Delay in Exit Plans
There was much hope going into 2025 that we would see a rebound in the IPO market after a bit of a drought over the past few years. We left the uncertainty of the election behind us, and good news on the inflation and interest rate fronts were fueling a sense of hope that 2025 was going to be a great year for the IPO market. However, at almost three months into the new year, it is looking like that rebound might be delayed a little longer. This article was authored by Louis Lehot.
Weathering the Storm: Key M&A Considerations for Foreign Investors Entering the U.S. Market
Cross-border merger and acquisition (M&A) activity in 2025 will be shaped by tumultuous economic, legal, and regulatory change. Driven by the new U.S. administration’s dramatic shift in policies and priorities, developments that once took months to unfold are now likely to impact the political and market conditions in a matter of weeks or even days. Although cross-border investment into the United States will still present opportunities as the year unfolds, foreign investors contemplating U.S. acquisitions or strategic investments are likely to encounter new technical, regulatory, political, and even cultural challenges. This article was authored by Louis Lehot and Christopher Swift.
SB21: Delaware Responds In The DExit Battle
The annual DGCL amendments this year carry a little more urgency than before. SB21 was rushed through to the Delaware Senate in mid-February, bypassing the normal process that involves recommendation by the Council of the Corporation Law Section of the Delaware State Bar Association (the “CLC”). At the legislature’s request, the CLC is weighing in with recommended changes to SB21, and that version is the current front runner to get approved by the legislature and adopted this year, and is the version (as currently available) described below. Delaware’s hurried process can be seen as a response to a gathering movement by corporations to reincorporate in other jurisdictions, dubbed “DExit”, which threatens Delaware’s mantle as the undisputed leader in state corporate law, and a material revenue source for the State. The movement seems to have at least two underlying causes. One is cyclical. Delaware’s judge made law periodically either swings too far in the pro-plaintiff direction, or otherwise produces controversial decisions, alienating companies incorporated in Delaware. This is followed by a course correction, sometimes judicial and sometimes legislative. A second cause is jurisprudence around the level of judicial scrutiny applied to actions taken by controllers, with particularly pronounced criticism coming from companies with “rockstar” CEOs and founders. This article was authored by Nick O’Keefe, Eric Pearson, Saige Gallop, and Sarina Rogers.
FinCEN Removes Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Persons, Sets New Deadlines for Foreign Companies
On March 21, 2025 the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule that removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) to FinCEN under the Corporate Transparency Act (CTA). Going forward, only foreign companies (not U.S. companies owned by non-U.S. persons) that have registered to do business in the U.S. will be required to comply with the CTA. Foreign entities that meet the new definition of a “reporting company” and do not qualify for an exemption from the reporting requirements must report their BOI to FinCEN under new deadlines, detailed below. These foreign entities, however, will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner. This article was authored by Joshua Watson, Thomas Fritsch, and Hershel Howard.
Foley FAB Launches The Laws of Fashion: What’s Trending in 2025
We are excited to explore key developments, such as changes in fashion and beauty regulations, trends in intellectual property litigation, mergers and acquisitions in the fashion industry, bankruptcy considerations, international trade challenges, and more. As we step into 2025, the fashion, apparel, and beauty industries continue to evolve, bringing both exciting opportunities and complex challenges. Consumer preferences, new technological breakthroughs, geopolitical shifts, and evolving legal frameworks are all shaping the path ahead. These changes are creating a dynamic landscape, but also a need for businesses to stay nimble. Foley’s Fashion, Apparel & Beauty industry team is particularly focused on developments such as new regulations in fashion and beauty, trends in intellectual property litigation, mergers and acquisitions in the fashion industry, bankruptcy considerations, international trade concerns, and more. See the list of authors in the link below.
Deals
Foley Advises Tidemark in Growth Equity Investment in AgVend
Foley & Lardner LLP represented Tidemark in its growth equity investment in AgVend, a digital engagement platform for agricultural retailers. AgVend offers a comprehensive suite of tools designed to modernize the agricultural retail sector, including a digital commerce portal, customer relationship management (CRM) solutions, sales enablement tools, and integrated billing and payment systems. These innovations are intended to streamline operations, improve customer engagement, and enhance the overall efficiency of agricultural businesses.
Foley Represents ORS Nasco, Portfolio Company of Wynnchurch Capital, in Acquisition of R3 Safety
Foley & Lardner LLP served as legal advisor to ORS Nasco, a North American wholesaler of industrial MRO supplies and a portfolio company of Wynnchurch Capital, in its acquisition of R3 Safety from Bunzl plc. R3 Safety is a wholesaler of a comprehensive range of personal protective equipment (PPE) and safety products with national reach, focused on providing a one-stop solution for all safety supplies and related products. The acquisition strengthens ORS Nasco’s position in the safety and security category and is expected to drive growth and create additional value for the company’s customer base.
Foley Advises Cordatus Capital in Partnership with Red Dot Buildings
Foley & Lardner LLP served as legal advisor to Cordatus Capital in its majority investment in Red Dot Buildings, a leading full-service, value-add manufacturer of complex metal building systems. Red Dot designs, fabricates, and erects pre-engineered metal buildings across the southern United States, distinguishing itself within the industry by specializing in highly technical steel structures. Red Dot continues to expand its capabilities through investment in cutting-edge manufacturing equipment, best-in-class design and detailing technology, and innovative incentive offerings for Red Dot team members.
Foley Represents Samsung Ventures as Investor in Series A Round for Cartesia
Foley & Lardner LLP represented Samsung Ventures as an investor in the US$64 million Series A funding round for Cartesia, a voice-enabling AI startup. The round was led by Kleiner Perkins. The new funding will help Cartesia expand their team and invest in research to build the next generation of models, infrastructure, and products for voice, starting with the launch of their latest voice generation model — Sonic 2.0.
Foley Advises Owen Companies, Portfolio Company of Wynnchurch Capital, in Acquisition of J&R Equipment
Foley & Lardner LLP served as legal advisor to Owen Companies, a leading specialty equipment platform and a Wynnchurch Capital portfolio company, in its acquisition of J&R Equipment. J&R Equipment is a leading distributor of environmental and refuse equipment serving the Oklahoma and Arkansas markets. The partnership with Owen, which provides critical infrastructure and environmental solutions to municipal, utility, and commercial customers throughout the United States, will expand Owen’s footprint and drive continued growth.
Foley Represents Housatonic Partners and Universal Gaming Group in Universal Gaming Group’s Combination with Delaware North’s Gaming Business
Foley & Lardner LLP represented Housatonic Partners and Universal Gaming Group (UGG), an Illinois route-gaming operator, in UGG’s recent combination with Gaming & Entertainment Management — Illinois LLC (GEM), a subsidiary of global hospitality and entertainment company Delaware North.
Additional Articles of Interest
Foley Attorneys Featured for International Trade, Manufacturing in Mexico Webinar
Foley Recognized with 2025 JD Supra Readers’ Choice Awards
Louis Lehot and Brian Wheeler Publish on Proposed Delaware Corporate Law Update
Louis Lehot Shares Insights on Book Building for New Attorneys
Natasha Allen Highlights State Legislative Push on AI
Eric Chow Named AAPI Business Leader by Silicon Valley Business Journal
Author
Louis Lehot
Partner, Venture Capital
Silicon Valley / San Francisco / Los Angeles
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