Come to a flip adviser call with questions across six areas: strategy, governance and compliance, adviser coordination, timeline and process, life after the flip, and cost. Arriving prepared shortens the engagement and reduces what you pay for.
This article is part of our complete guide to the Delaware flip.
When you meet with Abrams Law to discuss a Delaware flip, it helps to come prepared with smart questions.
This isn’t a checklist you need to memorise. But it gives you a sense of what to explore.
What strategic questions should you ask?
“Why should we flip now versus later?” Abrams Law can help you think through timing. Is there urgency? Is there a benefit to waiting? Understanding the trade-off helps you decide.
“If we flip, what structure do you recommend—direct reincorporation, merger, or something else?” Different structures have different implications. Ask why they recommend one approach over another.
“What are the biggest risks or complications in our specific situation?” Every company has nuances. Maybe you have an odd shareholding structure, or university IP, or tricky contracts. Ask what Abrams Law sees as the main challenges.
“How long will the flip take from start to finish?” Timelines matter. Knowing whether it’s 6 weeks or 12 weeks helps you plan.
“What could go wrong, and how do we mitigate that?” Risk management. What are the potential pitfalls, and how do you avoid them?
What should you ask about governance and compliance?
“What are the ongoing compliance obligations once we’re a Delaware company?” Filing deadlines? Board meeting requirements? Ongoing costs? Understand what you’re signing up for.
“Will we need a registered agent in Delaware?” Yes, you will. Ask about this requirement and the cost.
“What governance practices should we establish post-flip?” Board meetings, documentation, stockholder records—what’s the standard?
What should you ask about adviser coordination?
“How do you coordinate with tax advisors and accountants?” Since Abrams Law does the legal work but coordinates with other specialists, ask about the coordination model.
“What tax advisor should we work with?” Abrams Law has recommendations. They’ve likely worked with cross-border tax specialists before.
“What happens if the tax advisor recommends a different structure than you initially proposed?” Can you adapt? How do you handle conflicting advice?
What should you ask about timeline and process?
“What does the timeline look like from our first meeting to close?” Week by week, what should we expect?
“What do we need to deliver to you to move forward?” Cap table, contracts, etc. What’s the founder’s burden?
“At what point do we need to tell our employees about the flip?” Timing of communication is important. Ask for guidance.
“How do we handle this with existing investors (if any)?” Do they need to approve? Should we notify them in advance?
What should you ask about life after the flip?
“What are the first things we need to do immediately after closing?” Setting up bank accounts? Filing with the IRS? Cap table updates?
“How do we file our annual returns post-flip?” What’s the filing calendar? Who’s responsible for what?
“If we grant options post-flip, what are the requirements?” US option plans have rules. What do you need to know?
What should you ask about cost?
“What are the costs of the flip, roughly?” Abrams Law’s fees, plus other advisors’ fees. Understand the investment.
“Are there ways to reduce costs if our situation is straightforward?” Sometimes there are. Sometimes there aren’t. Ask.
“If we do this, can you introduce us to the right tax and accounting partners?” Abrams Law should have a network. Ask for introductions.
What should you ask about future funding?
“Once we’re flipped, what does this mean for raising capital?” Clean structure, easier conversations with US investors. Get Abrams Law’s perspective.
“If we raise Series A, what changes?” Will we need to restructure again? What investor protections get added?
“If we want to exit (acquisition), how does the flip help or complicate that?” Most acquirers prefer acquiring a Delaware company. Confirm this is simpler.
What NOT to Ask Abrams Law (Because It’s Outside Their Scope)
- Specific tax outcomes: “Will we owe capital gains tax?” — That’s a tax advisor question.
- Specific accounting treatment: “How do we record this in our financial statements?” — That’s an accountant question.
- Financial projections: “How much should we raise?” — That’s a business strategy question.
- Securities law advice: “Can we issue options to advisors?” — That’s complex; might need specialist advice.
Abrams Law will likely refer you to the right specialist for these questions.
How should you structure the conversation?
- Bring your cap table and key contracts. Let Abrams Law review them during the call if needed.
- Be honest about your timeline. If you’re uncertain about raising capital, say so. Abrams Law works with the facts as they are, not as you wish them to be.
- Ask about the process, not just the outcome. Understanding how the flip happens matters as much as understanding why.
- Listen to Abrams Law’s concerns. If they flag a risk or complexity, take it seriously.
The bottom line
A good advisor (like Abrams Law) welcomes questions. It shows you’re engaged and thinking clearly.
Use this conversation to get clarity on whether a flip is right for you, and if so, what the process looks like.
Ready for a conversation? Bring these questions to your call with Abrams Law. They’ll help you think through whether a flip is right for your timeline and situation.
Related reading
Getting Started with a Delaware Flip · Your 90-Day Flip Roadmap · The Delaware Flip Explained
Frequently asked questions
What should you bring to a first flip call?
Your cap table, a note of any options or convertible instruments outstanding, a list of contracts you think may contain change-of-control terms, and a straight answer on whether you expect to raise in the US and roughly when.
What questions are outside a lawyer’s scope?
Valuation, whether investors will fund you, and detailed personal tax computations. A lawyer can tell you what a structure does and what it commits you to; they cannot tell you what your company is worth.
How long should a first conversation take?
An hour is usually enough to establish whether a flip is the right direction. The detailed work follows once the direction is settled, not during the first call.
