Ever heard of a Delaware Flip? If you’re running a foreign company and want access to U.S. investors or U.S. dollars, this might be a smart move. A Delaware Flip involves setting up a U.S. holding company (often in Delaware) that owns your foreign operating company; a common structure for global startups looking to raise capital from American VCs.

Not all investors are what they seem. At every demo day, networking mixer, or pitch night, there’s always someone promising the world… without ever writing a check. As a former founder, I’ve seen it firsthand. Don’t get caught up in empty conversations with fake VCs. Use tools like AngelList and Crunchbase, and always ask the tough questions about their track record.

As of March 2025, beneficial ownership reporting requirements under the Corporate Transparency Act (CTA) do NOT apply to foreign investors whose businesses were formed in Delaware or any of the 50 U.S. states. This update brings peace of mind to international founders navigating U.S. regulations, no unnecessary paperwork, no wasted time.

Founders, here’s a term you should NEVER agree to in your cap table: non-dilutable equity. It might sound harmless, but it’s a ticking time bomb for future fundraising and your ownership.

Yep, it happens more often than you think. Here are 3 ways investors can quietly shift the power:

Negative covenants — They can require investor approval before key decisions.

Board control — Giving up too many seats means giving up your voice.

Super-voting shares — Some shares can carry more than one vote, tipping the scales.