What You Always Wanted to Know About ROFRs But Were Afraid to Ask

The term ROFR (pronounced “ROH-fur”), or R-O-F-R, is often bandied about by legal professionals, business parties, and courts in connection with business and real estate matters without any additional context or explanation of exactly what it is they are referring to. Before you do an internet search and end up listening to this guy, let me explain what a ROFR is. It’s an acronym for a legal entitlement called a right of first refusal.  While the name itself sounds, and admittedly somewhat is, self-explanatory, a ROFR is much more than merely a right to “refuse” something.

Getting to the Bag: SBA Puts $20 Million Up for Small Businesses

The U.S. Small Business Administration (SBA) recently launched its 2026 Critical Suppliers Prize Competition, putting up to $20 million in non-dilutive funding to U.S. small businesses. The initiative targets businesses positioned to strengthen critical supply chains and level up domestic production. With only four to six winners expected to make the cut and individual awards potentially reaching $6 million, the stakes—and the opportunity—are high.

Planning for Success(ion)

My wife and I had our first child late last year. As any new parent quickly discovers, having a baby comes with an impressive list of things to worry about. Some are immediate and often. Is he eating enough and when did he last eat? Why won’t he sleep? Why is he crying? Does he like me? Is having the TV on really that bad for him? 

Others are considerably less immediate, but much more uncomfortable. What happens to him if something happens to me?

The California Non-Compete Myth: What Startup Founders Should Focus on Instead

California's Longstanding Skepticism of Non-Competes

California has long taken a different approach to employee mobility than many other states. As a general rule, agreements that prevent employees from engaging in a lawful profession, trade, or business after leaving employment are unenforceable. For startup founders, this often comes as a surprise.

The 4th of July and the Entrepreneurial Spirit: Lessons from the Fireworks Stand

I recently crossed the border from Minnesota into South Dakota and didn’t need a road sign to know it. Every year, small-town sidewalks, empty parking lots, and even highway roadside corners transform into temporary centers of commerce – the fireworks stands. They seem to appear overnight: simple structures selling sparklers, rockets, and Roman candles, but behind them is a surprisingly familiar story to anyone in business.

The Fourth of July is more than a celebration of independence.

What Entrepreneurs Can Learn from the World Cup

Over the past few weeks, I’ve become World Cup obsessed (and, no, it isn’t about ranch dressing like some foreign fans…). As a fan and a former player, everything about this World Cup is interesting, and the splash of certain teams and fans have made it hard to stop engaging. I’ve watched the matches and social media posts. But, what is particularly interesting, is that some of the most talked-about teams are not necessarily the teams that will likely be lifting up the trophy in the championship game. Fans are drawn to teams (and their fans) that play (and root) with heart,

You May Want to Keep Some Secrets From the Robots

Let’s talk about Large Language Models (LLMs)—you know, those remarkably helpful AI tools that can draft your emails, refine your pitch deck, (maybe even help you write a blog post…) and, in certain cases, have the unintended consequence of undermining your patent strategy.  A true multitasker.

If you’re working on a new invention or idea, you’ve probably considered pasting your idea into an AI tool to “see what it thinks.” Maybe you wanted help sharpening the concept, drafting a description, or stress-testing your thinking. If nothing else, your friendly AI bot is bound to tell you what a great idea you’ve got so that you’ll like it even more!

Shark Tank Deals That Fell Apart: The Importance of Due Diligence After the Handshake

Longtime entreVIEW readers will know that my colleague and fellow author, Dan Tenenbaum, has been an avid fan of “Shark Tank” since at least 2014 when he wrote this post. Fans of the show have seen it dozens (or even hundreds) of times: the entrepreneur and the shark shake hands and agree to a deal on national television. Deal done, right…not even close. 

Reportedly, roughly 40-50% of Shark Tank deals made on camera never actually close. A 2016 Forbes analysis found that 73% of deals from the show’s first seven seasons either fell apart or were renegotiated after filming—only 27% closed on the original terms. 

Purchase Price Escrows vs. Holdbacks, An Overview

Recently, I’ve worked on several business sale transactions where the parties expressed varying preferences as to the use of an escrow account versus a holdback mechanism in the transaction structure, so I thought a brief overview of those two concepts might be something that readers of entreVIEW might find interesting.

In a business sale transaction, the parties typically (but not always) opt to incorporate either an escrow account or holdback mechanism, both of which generally serve the same role in any transaction—the parties agree to set aside a portion of the purchase price that a Buyer can recover against, as needed, after the closing. This could be for purchase price adjustment, often related to

The Risks of AI Notetaking

While we heard it here first from our very own Dan Tenenbaum (Keep that Bot Out of Your Boardroom), the New York Times’ recent article, “All Those A.I. Note Takers? They’re Making Lawyers Very Nervous,” underscores—and sharpens—a number of risks that companies should be thinking about before inviting AI notetakers into board meetings, strategy sessions, and everyday corporate discussions.

Described as a “ticking time bomb,” AI notetakers create a near-verbatim, searchable, and durable record of every utterance, off-hand remark, inside joke, and speculative comment made in a meeting. In the abstract, that may sound like good governance. In the context of litigation or regulatory inquiry, it can be deeply problematic.

Bitcoin as Property?

Since we’re all just a little over a week from tax day, I thought I’d share some interesting analysis that was recently published by Nicholas Anthony, a research fellow at Cato Institute’s Center for Monetary and Financial Alternatives. He claims that the rules for capital gains have made it nearly impossible to use Bitcoin as money in the U.S.

Currently, the IRS treats Bitcoin and other virtual currencies as property, not as currency, for federal tax purposes. According to IRS Notice 2014-21, transactions are taxed under general property principles – meaning selling, exchanging,

USPTO’s Adoption of AI to Reduce Pendency in Patent and Trademark Applications

In a prior post back in January 2025, I discussed the potential for increased delays in patent and trademark applications due to numerous factors, including increased filings in both patent and trademark applications, hiring freezes for new examiners, possible reduction in the examiner workforce due to eliminated work-from-home positions, and across the board fee increases. In fact, in 2025, the United States Patent & Trademark Office (USPTO) saw major increases in pendency for both patent and trademark applications. The USPTO, aware of complaints from applicants and IP practitioners, has made concerted attempts to improve efficiency without compromising accuracy and quality. The Office has recently taken numerous steps to improve the application process for new and pending applications by introducing new AI tools developed by the agency to help streamline the process.

Congratulations on forming a company!

You’re creative enough to have an idea that can be brought into commerce and disciplined enough to do the work to get here. You have likely defined your concept, conducted market analysis, created a business plan, and formed a company to both establish a liability shield and help you build value in the enterprise.

So…now what? I’m asked this question often by entrepreneurs, and my answer is simple: use your BRAIN.

What Every Startup Should Know Before Signing Its First Office Lease

For many early stage companies, signing that first office lease feels like a milestone—tangible proof that the idea is becoming a real business. But commercial leases are not like apartment leases. They’re dense, heavily negotiated contracts drafted to favor the landlord, and mistakes made at this stage can follow your company for years. It is important to consider a few key lease provisions before making a decision that can influence the success of your business. 

MN Cup Applications Are Open!

It’s that time of year again!  No, not eggnog and carols, not leaves falling, not cabin season (quite yet…), but time for aspiring entrepreneurs to apply for entry in the MN Cup.  For those who are not frequent readers of entreVIEW and don’t know about the MN Cup, it is the largest annual business plan competition in the country for emerging entrepreneurs.

Latest from the Office of Small Business Advocacy

I’ve written previously about the SEC’s catchily-titled Office of the Advocate for Small Business Capital Formation (OASB). In summary, the OASB was created to support emerging companies through education and guidance on capital raising and other formation/start-up issues, to provide analysis and policy recommendations, and (as the name suggests) to advocate on behalf of emerging companies and their investors, with an eye to the perspectives of, and impacts on, small businesses. 

In January 2026, the OASB released its Staff Report[1], required as part of the Office’s statutory mandate, summarizing its work and presenting research and information on capital formation and

2026 Legal Guide to Privacy and Data Security Now Available

Is your business or non-profit organization compliant with federal, state, and global data privacy laws?

Our 2026 edition of A Legal Guide to Privacy and Data Security, a comprehensive resource designed to help businesses and organizations understand and manage the rapidly evolving landscape of privacy and data security laws in the United States and worldwide has been published by the Minnesota Department of Employment and Economic Development (DEED).

Corporate Formalities: A Necessary Long Game

A common pitfall of many entrepreneurs and startups is a failure to adhere to even minimal corporate “formalities” or good governance practices that can contribute to their long-term upside (positively or negatively). Corporate formalities entail things like entity formation, taking minutes at meetings, keeping reasonably detailed and up-to-date records, and the like. 

For entrepreneurs, the most important place to start is choosing the appropriate type of business entity and filing the necessary documents to legally form that entity with the appropriate state authority.

Artificial Intelligence and Your Business: What Founders Should Know Before Making Representations and Warranties

Artificial intelligence (AI) is no longer just a buzzword; instead, it’s a practical business tool that companies of all sizes are integrating into operations, products, and services. From automating routine tasks to generating insights from data, AI is transforming how entrepreneurs build and scale their businesses. But with great opportunity comes important legal and strategic considerations, especially when it comes to what founders say about AI in contracts, pitches, and marketing. I have already seen representatives and warranties regarding the usage of AI in real-life contracts in my practice! I guess the world really evolves FAST (I still remember the time when I used a flip phone and dictionary)!

Chiefs Touchdown for Kansas?

On Monday, December 22, shockwaves were sent through the City of Kansas City, Missouri, as the City’s beloved Chiefs announced that they were headed to Kansas beginning with the 2031 NFL season. The reaction around the news was split on social media, and for good reason. The Chiefs have been located in Kansas City – and the iconic Arrowhead Stadium – since 1963, when the legendary Lamar Hunt moved the Dallas Texans to Kansas City. Since that time, the Chiefs have been a staple in Kansas City. As someone who grew up in the area (and as a humongous Chiefs fan), I know how much of a stronghold the team has in the area.