U.S. Flip

A successful U.S. flip requires careful attention to the structure of the U.S. entity created through the flip, adjustments to existing investors’ rights under prior investment agreements, regulatory considerations in the startup’s home jurisdiction, and post-flip operational matters such as stock option plans. Because each company’s circumstances differ significantly, developing a tailored strategy for each client is essential to a successful flip.

Led by dual-licensed attorneys, BNL’s cross-border team serves as a trusted partner for international founders navigating the U.S. flip process from start to finish.

What we look at in every flip

• U.S. entity structureThe Delaware parent, its capitalization, and how the share-for-share exchange is designed on the U.S. side.
• Existing investors’ rightsRe-mapping rights under prior investment agreements so the new cap table works for the next round.
• Home-jurisdiction regulationForeign exchange reporting, tax treatment of the exchange, and any approvals required at home.
• Post-flip operationsStock option plans, IP and contract migration, employment, and — where relevant — CFIUS and export control posture.