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THE VENTURE ALLEY
The Venture Alley is a blog about business and legal issues important to entrepreneurs, startups, venture capitalists and angel investors. The Venture Alley is edited by Trent Dykes and Andrew Ledbetter, corporate and securities lawyers at DLA Piper. ASSIGNING CONTRACTS IN THE CONTEXT OF M&A TRANSACTIONSSEE MORE ONTHEVENTUREALLEY.COM
HOW VC FUNDS WORK
Management Fees. In addition to organizational and fund expenses, VC funds typically also pay an annual management fee, calculated based on a percentage ( e.g., 2% or 2.5%) of the capital commitments of the fund (as of the final closing), to the fund’s management company. As with expenses, this fee is paid by the fund out of capital UNDERSTANDING SECTION 280G AND GOLDEN CONTRIBUTED BY Trent Dykes and Kerra Melvin. Selling your company can be an exciting and overwhelming process. In addition to the complexity of negotiating the terms of your merger or asset sale, you will inevitably be bombarded with tons of deal-related jargon.Enter one such term, Internal Revenue Code (IRC) Section 280G (280G) or the “golden parachute payment” rules, a federal tax A FOUNDER’S GUIDE TO MAKING A SECTION 83(B) ELECTION One of the more important tax decisions founders of early-stage companies will face is whether or not to make an election under Section 83(b) of the Internal Revenue Code for stock awards or other acquisitions of shares subject to vesting. CHOOSING A CORPORATE NAME: PRACTICAL CONSIDERATIONS AND A corporate name must always include an expressly authorized “suffix” (often referred to as an “entity designator” or “entity indicator”) indicating the company’s entity type and limited liability status; and. The proposed corporate name must be distinguishable from those of GETTING UP TO SPEED ON BLOCKCHAIN, BITCOIN, ETHEREUM The last year in particular has seen an explosion in Initial Coin Offerings (ICOs), usually on Ethereum. In an ICO a new blockchain-based entity is created, with the initial “tokens” — i.e. currency — being sold (for Ether or Bitcoin). These initial offerings are, at least in theory, valuable because the currency will,if the
M&A DUE DILIGENCE: THE REVIEW AND RESULTS (PART 5) M&A due diligence: The review and results (part 5) This post is part five of our five part series exploring various aspects of due diligence in the context of a merger and acquisition (M&A) transaction. Our prior posts discussed M&A due diligence generally and its objectives, described the due diligence process, outlinedconsiderations when
“QUALIFIED CLIENT” THRESHOLD INCREASING TO $2.1M The SEC has updated the net worth threshold for “qualified clients” from $2.0 million to $2.1 million, effective August 15, 2016.. Section 205 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) generally prohibits a registered investment adviser from entering into an advisory contract that provides for compensation to the adviser on the basis of a share of capital UNDERSTANDING THE DIFFERENCES BETWEEN AN ISO VS. NSO Understanding the differences between an ISO vs. NSO. Although there a number of web resources regarding the distinctions between “incentive stock options” (ISOs), which can only be granted to employees, and “non-statutory options” (NSOs) , which can be granted to employees, directors and consultants, these resources areoften heavy
THE VENTURE ALLEY
The Venture Alley is a blog about business and legal issues important to entrepreneurs, startups, venture capitalists and angel investors. The Venture Alley is edited by Trent Dykes and Andrew Ledbetter, corporate and securities lawyers at DLA Piper. ASSIGNING CONTRACTS IN THE CONTEXT OF M&A TRANSACTIONSSEE MORE ONTHEVENTUREALLEY.COM
HOW VC FUNDS WORK
Management Fees. In addition to organizational and fund expenses, VC funds typically also pay an annual management fee, calculated based on a percentage ( e.g., 2% or 2.5%) of the capital commitments of the fund (as of the final closing), to the fund’s management company. As with expenses, this fee is paid by the fund out of capital UNDERSTANDING SECTION 280G AND GOLDEN CONTRIBUTED BY Trent Dykes and Kerra Melvin. Selling your company can be an exciting and overwhelming process. In addition to the complexity of negotiating the terms of your merger or asset sale, you will inevitably be bombarded with tons of deal-related jargon.Enter one such term, Internal Revenue Code (IRC) Section 280G (280G) or the “golden parachute payment” rules, a federal tax A FOUNDER’S GUIDE TO MAKING A SECTION 83(B) ELECTION One of the more important tax decisions founders of early-stage companies will face is whether or not to make an election under Section 83(b) of the Internal Revenue Code for stock awards or other acquisitions of shares subject to vesting. CHOOSING A CORPORATE NAME: PRACTICAL CONSIDERATIONS AND A corporate name must always include an expressly authorized “suffix” (often referred to as an “entity designator” or “entity indicator”) indicating the company’s entity type and limited liability status; and. The proposed corporate name must be distinguishable from those of GETTING UP TO SPEED ON BLOCKCHAIN, BITCOIN, ETHEREUM The last year in particular has seen an explosion in Initial Coin Offerings (ICOs), usually on Ethereum. In an ICO a new blockchain-based entity is created, with the initial “tokens” — i.e. currency — being sold (for Ether or Bitcoin). These initial offerings are, at least in theory, valuable because the currency will,if the
M&A DUE DILIGENCE: THE REVIEW AND RESULTS (PART 5) M&A due diligence: The review and results (part 5) This post is part five of our five part series exploring various aspects of due diligence in the context of a merger and acquisition (M&A) transaction. Our prior posts discussed M&A due diligence generally and its objectives, described the due diligence process, outlinedconsiderations when
“QUALIFIED CLIENT” THRESHOLD INCREASING TO $2.1M The SEC has updated the net worth threshold for “qualified clients” from $2.0 million to $2.1 million, effective August 15, 2016.. Section 205 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) generally prohibits a registered investment adviser from entering into an advisory contract that provides for compensation to the adviser on the basis of a share of capital UNDERSTANDING THE DIFFERENCES BETWEEN AN ISO VS. NSO Understanding the differences between an ISO vs. NSO. Although there a number of web resources regarding the distinctions between “incentive stock options” (ISOs), which can only be granted to employees, and “non-statutory options” (NSOs) , which can be granted to employees, directors and consultants, these resources areoften heavy
THE VENTURE ALLEY
The Venture Alley is a blog about business and legal issues important to entrepreneurs, startups, venture capitalists and angel investors. The Venture Alley is edited by Trent Dykes and Andrew Ledbetter, corporate and securities lawyers at DLA Piper. GETTING UP TO SPEED ON BLOCKCHAIN, BITCOIN, ETHEREUM The last year in particular has seen an explosion in Initial Coin Offerings (ICOs), usually on Ethereum. In an ICO a new blockchain-based entity is created, with the initial “tokens” — i.e. currency — being sold (for Ether or Bitcoin). These initial offerings are, at least in theory, valuable because the currency will,if the
“QUALIFIED CLIENT” THRESHOLD INCREASING TO $2.1M The SEC has updated the net worth threshold for “qualified clients” from $2.0 million to $2.1 million, effective August 15, 2016.. Section 205 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) generally prohibits a registered investment adviser from entering into an advisory contract that provides for compensation to the adviser on the basis of a share of capital M&A DUE DILIGENCE: THE REVIEW AND RESULTS (PART 5) M&A due diligence: The review and results (part 5) This post is part five of our five part series exploring various aspects of due diligence in the context of a merger and acquisition (M&A) transaction. Our prior posts discussed M&A due diligence generally and its objectives, described the due diligence process, outlinedconsiderations when
CORPORATE VENTURE CAPITAL COMPENSATION SNAPSHOT Corporate Venture Capital Compensation Snapshot. By Andrew Ledbetter on February 13, 2017. Posted in Investors. For some time now, corporate venture capital (CVC) has been a significant part of the funding ecosystem. According to Pitchbook, in 2016 alone over $20 billion was invested in 745 US venture deals in which CVCparticipated.
M&A DUE DILIGENCE: RESPONDING TO A DUE DILIGENCE REQUEST This post is part four of our series exploring various aspects of due diligence in the context of a merger and acquisition (M&A) transaction. Our prior posts discussed M&A due diligence generally and its objectives, described the due diligence process and outlined considerations when assembling your due diligence team of experts and the due diligence request list. OPTIONS FOR ISSUING EMPLOYEE EQUITY IN LLCS Profits Interests Subject to Vesting. LLCs are able to grant ‘equity’ to their service providers by issuing profits interests that entitle the recipient to a percentage of future appreciation of the business (after the date of such issuance, based on the valuation on teh date of grant). Profits interest in an LLC can be abest-case-scenario
UNDERSTANDING THE BRING-DOWN CONDITION IN PUBLIC COMPANY Understanding the bring-down condition in public company mergers. Although signing and closing of merger agreements occasionally occur simultaneously in mergers between private companies, most acquisition transactions, particularly those involving public companies, include a pre-closing period following execution of the merger agreement. During SECTION 83(B) ELECTION, A FOUNDER'S BEST FRIEND Section 83 (b) of the Code, however, allows founders (or employees) to affirmatively elect to be taxed on the value of restricted stock at grant rather than vesting. Because the purchase price of stock at grant is often equivalent to its fair market value, an 83 SEC GUIDANCE ON "CATCHING UP" DELINQUENT FILERS SEC guidance on “catching up” delinquent filers. Every so often a public company finds itself unable to file periodic reports for a protracted time. For example, a company may upgrade auditors and the new firm may advise of the need to re-audit prior years, which can take significant time. Until there is a reliable starting point forSkip to content
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THE VENTURE ALLEY
A blog about business and legal issues important to entrepreneurs, startups, venture capitalists and angel investors. HOW TO CHOOSE YOUR STARTUP LAWYERBy Tyler Hollenbeck
on February 11,
2020
Posted in Featured
, Startups
Choosing the right lawyer for your startup can be overwhelming, given the important role that relationship will play in the evolution of your company. However, finding the right fit at the earliest stages can save you lots of pain (and cost) down the road. Accordingly, I thought it would be helpful to share my observations on how to optimize the selection process and ensure a strong long-term relationship with your lawyer. While all of the below considerations are obviously important, in my experience, individual founders put different weight on each…Continue Reading
NEW REGULATIONS REINFORCE CFIUS’S EXPANDED ROLE WITH RESPECT TO FOREIGN INVESTMENTS IN THE USBy DLA Piper on
January 17, 2020
Posted in News and Recent Events,
Startups
_Article prepared by and republished courtesy of our colleaguesChristine Daya
,
Thomas M DeButts
,
Danish Hamid
,
Sarah E. Kahn
,
Richard Newcomb
,
Ignacio E. Sanchez
,
Lawrence E. Levinsonand Dana Zelman
;
originally published here: https://www.dlapiper.com/en/us/insights/publications/2020/01/new-regulations-reinforce-cfius-expanded-role/._ On January 13, 2020, the US Department of the Treasury released two sets of new regulations that comprehensively implement the Foreign Investment Risk Review Modernization Act (FIRRMA) – a law that strengthens the authority of the Committee on Foreign Investment in the United States (CFIUS). CFIUS is an interagency committee chaired by the Secretary of the Treasury and is responsible for screening foreign investments into the United States to determine if they could impair US national security. The new CFIUS regulations will become effective on February 13, 2020 and are titled (i) Provisions Pertaining to Certain Investments in the United States by Foreign Persons (31 CFR Parts 800 and 801) and (ii) Provisions Pertaining to Certain Transactions by Foreign Persons Involving Real Estate in the United States (31 CFR Part 802). These CFIUS regulations reflect the Treasury Department’s response to comments provided after its issuance of certain proposed rules in September 2019, as described inour previous alert
.
Among various developments, the new regulations:…Continue Reading
DELAWARE FRANCHISE TAX DUE DATE: A REMINDER FOR DELAWARE CORPORATIONSBy Trent Dykes on
January 10, 2020
Posted in Startups
Just a reminder to those who have Delaware corporations: your annual report and franchise tax payment are both due by March 1 (which is a Sunday, so plan accordingly). At this point, you have likely already received from Delaware your notification of annual report and franchise tax due, which is sent to a corporation’s registered agent in December or January of each year. Delaware requires these reports to be filed electronically . There are two methods that you can use to calculate the amount of Delaware franchise tax due for…Continue Reading
SEC PROPOSES CHANGES TO “ACCREDITED INVESTOR” DEFINITIONBy DLA Piper on
January 7, 2020
Posted in News and Recent Events _Article prepared by and republished courtesy of our colleagues LarryW. Nishnick
,
Bradley E. Phipps
,
and David Kurlander
;
originally published here: https://www.dlapiper.com/en/asiapacific/insights/publications/2020/01/sec-proposes-changes-to-accredited-investor-definition/._ The SEC recently proposed amendments to the long-standing definition of “accredited investor,” an important qualification standard under the securities laws that determines what types of investors may invest in certain kinds of private securities offerings, including securities offerings conducted pursuant to Rules 506(b) and 506(c) of Regulation D under the Securities Act of 1933 and other important federal and state securities law exemptions. The current definition of “accredited investor” has been in place without any significant update since 1985. At a high level, the proposal would expand the number of natural person investors that qualify by adding categories of eligibility based on their professional knowledge, experience or certifications. The proposal would also expand the types of entities that qualify as “accredited investors.” The proposed changes would allow additional persons and entities to qualify as “accredited investors,” thereby allowing them to purchase securities through private offerings, including shares and interests in certain private investments funds.NOTABLE CHANGES…
Continue Reading
HOW LONG SHOULD IT TAKE TO CLOSE MY VENTURE FINANCING?By Tyler Hollenbeck
on September 25,
2019
Posted in Featured
, Investors
Although entrepreneurs and venture investors typically drive the negotiation of the term sheet for a venture financing, once the term sheet is executed, the commercial parties (especially those who have not been through the process many times) often feel sidelined in the ensuing process to close and uncomfortable with their lack of visibility into and control over the timeline. Accordingly, I thought it would be helpful to provide a high-level overview of a standard venture financing timeline.…Continue Reading
THE SEC OPENS; SHORT-TERM OUTLOOKBy DLA Piper on
January 28, 2019
Posted in IPOs and M&A _Compliments of our colleague Sanjay M. Shirodkar_.
The SEC is open for business – first come, first served. The Division of Corporation Finance is returning to normal operations. The SEC staff has indicated that, absent compelling circumstances, it expects to address matters in the order in which they were received. Staff members are available to answer questions relating to filings and other federal securities law matters, but their response take sometime.
The SEC Staff has created an avenue for expedited basis assistance. Such requests should be directed to…Continue Reading
DELAWARE FRANCHISE TAX DUE DATE: A REMINDER FOR DELAWARE CORPORATIONSBy Trent Dykes on
January 16, 2019
Posted in Startups
By Trent Dykes, Ossie Ravid and Jennifer Tornow Just a reminder to those who have Delaware corporations: your annual report and franchise tax payment are both due by March 1. At this point, you have likely already received from Delaware your notification of annual report and franchise tax due, which is sent to a corporation’s registered agent in December or January of each year. Delaware requires these reports to be filed electronically.
There are two methods that you can use to calculate the amount of Delaware franchise tax due…Continue Reading
THE SEC HAS THE MUNCHEES: EATING AWAY AT THE “UTILITY TOKEN”THEORY
By Trent Dykes &
Andrew Ledbetter
on December 12, 2017 Posted in News and Recent Events,
Startups , VC
Funds and Tax
Yesterday, the SEC issued an enforcement orderregarding
Munchee’s token offering and SEC Chairman Jay Clayton released a general public statementon
cryptocurrencies and ICOs. For those who previously read our postabout
the SEC’s report in the DAO, much of this might not be a surprise – although the SEC staff did answer the call of discussing so-called “utility tokens.”…Continue Reading
FINANCE RULES OF THE WORLD: SEE HOW DIFFERENT JURISDICTIONS ALLOW FOR FINANCE & INVESTMENTBy Trent Dykes on
December 1, 2017
Posted in IPOs and M&A Compliments of over 100 of our DLA Piper colleagues around the world, DLA Piper has launched Finance Rules of the World, which
gives you answers to key legal questions that you may consider when initially looking at financing or investing in particular jurisdictions. The interactive Finance Rules of the Worldwebsite
lets you compare regimes across more than 35 jurisdictions in EMEA, Asia Pacific and the US in the areas of borrowing and lending; issuing and investing in debt securities; establishing, investing in, marketing and managing hedge funds and…Continue Reading
THE SECURITIES AND FUTURES COMMISSION OF HONG KONG COMMENTS ON ICOSBy DLA Piper on
September 15, 2017
Posted in Startups
_Article prepared by and republished courtesy of our colleagues __LukeGannon ,
__Scott Thiel
and
Hayden Lau__; originally published here: _https://www.dlapiper.com/insights/publications/2017/09/the-sfc-comments-on-icos/ The Securities and Futures Commission of Hong Kong (the SFC) has debunked the myths that no securities laws apply to ICOs. In its first direct statement on the subject,
the SFC fired a warning shot at issuers and intermediaries of ICOs and token offerings, reminding them that they may be conducting regulated activities and therefore, may be required to be licensed by or registered with the SFC, irrespective of where they are located.…Continue Reading
SEC REPORT ON TOKENS AS SECURITIES: SEVEN TAKEAWAYSBy Andrew Ledbetter
& Trent Dykes
on July 27, 2017
Posted in Investors
, News and Recent
Events
,
Startups
One of the more interesting phenomena in early-stage investing is the recent emergence of initial coin offerings (“ICOs”), token generation events (“TGEs”), or similar distributed ledger or blockchain-enabled means for raising capital. Much has been written, including by many skilled lawyers in the technology sector, about whether the tokens issued in these structures involve “securities” – and, frankly, some of it is unhelpful. Hungry for something that seems like crowdfunding, but that actually works to raise meaningful capital for promising technology initiatives, many in the technology space really want these…Continue Reading
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The Venture Alley is a blog about business and legal issues important to entrepreneurs, startups, venture capitalists and angel investors. The Venture Alley is edited by Trent Dykes and Andrew Ledbetter, corporate and securities lawyers at DLA Piper.BLOG MANAGER
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