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The investment crowdfunding exemption that eventually made its way into the 2012 JOBS Act is a mess. But there's a bill in the current session of the North Carolina General Assembly that does not repeat the mistake of the federal legislators.
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Ted Wang's Series Seed equity financing documents are gaining real traction. The virtues of standardizing seed financing terms include the potential for lowering legal costs.
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Is there really a need for a law to prohibit employers from asking employees and job applicants for the passwords to their personal Facebook, Twitter and LinkedIn accounts? It would seem so, from the sheer number of state legislatures which are...
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The fiscal cliff legislation includes a tax benefit for investment in startups. The provision is actually a revival of an earlier 100% exclusion that had been allowed to expire at the end of 2011. But it's back, has effect through 2013, and applies...
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Pressure on the SEC to write rules to implement investment crowdfunding under the JOBS Act is misplaced. The pressure should be put on Congress to come up with workable investment crowdfunding legislation.
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Yet another Federal Trade Commission proposed consent order underscores how limited the agency's authority is, when it comes to the business practices of online services and ad networks. In this case, an ad network engaged in "browser history...
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This article introduces the "confection theory" of entity formation: LLCs are like hard, sour lemon drops, whereas corporations are pieces of milk chocolate that melt in your mouth.
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Jason Calacanis' live crowdfunding iPhone app for his LAUNCH startup company pitch event is slightly ahead of its time - and probably not something that is going to be legal under non-accredited investor equity crowdfunding.
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A speaker-by-speaker rundown of the public, morning sessions of the SEC's 2012 Forum on Small Business Capital Formation.
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This post generates the idea that the best investor protection in equity crowdfunding might be to put the investor in charge. If issuers can take investment only from "Individual Crowdfunding Accounts," then the need for other regulation falls away.
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App.net took a wrong turn when it published Developer Terms insisting that App.net would own, outright, any feedback submitted to it. This post points to discussions on App.net and on GitHub about the issue, and suggests substitute license language.
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Been a 'lotta talk about how Twitter gave a LinkedIn an unintentional boost when it cut LinkedIn off. Is Twitter now going to give App.net a similar boost, via the IFTTT?
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Notes on a talk by Seattle lawyersDavid Brenner and Bruce Goto about how to mitigate risks posed by reliance on cloud services.
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A very brief survey of changes on the startup documentation standardization landscape.
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The author reflects on his early experience using App.net, the ad-free Twitter alternative.
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A witness-by-witness accounting of a webcast of a September 13, 2012 Congressional hearing about the progress of SEC rulemaking to implement the JOBS Act. Witnesses included Naval Ravikant of AngelList, Rory Eakin of CIrcleUp, and Alison...
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Although those who support modernization of the rules around "angel" investing sigh relief when looking at the SEC's proposed rules to lift the ban on "verification" of accredited investor status, could it be that SEC Chair Mary Schapiro is...
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Kickstarter is now having to confront the problems that come when projects fail. This post credits Kickstarter for addressing the issue, but thinks the company's first response is a misstep.
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The SEC finally proposed rules to implement the provision in the JOBS Act that mandated the lifting of the ban on general solicitation in Rule 506 offerings, provided that all purchasers are accredited and that investors' accredited status be...
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Thoughts on Yokum Taku's new form of convertible security, which Adeo Ressi of the Founder Institute has been promoting.
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This article challenges the assumptions underlying a critical argument against the viability of crowdfunding offerings. The argument in question focuses on the deal terms common to more traditional investments in nascent businesses, and this...
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This article questions the Senate's motivations to pass a crowdfunding exemption which could fulfill the promise of the concept and asks what crowdfunding supporters can do next to make this form of capital raising viable given the state of American...
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This article follows up on a prior blog post which reviewed various states' attempts to construct a statutory definition of a social media website. The prior article praised Illinois's effort, but this article performs deeper analysis and...
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This article focuses on an excerpt from a brief recently before the United States Supreme Court which argued that Regulation D's general solicitation ban (recently rescinded by the JOBS Act) violates free speech. The article (like a prior...
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This article uses a brief recently filed before the United States Supreme Court to highlight how federal securities laws interact with the First Amendment right of free speech. The article uses the insights so gained to analyze the various...
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As part of the removal of Regulation D's ban on general solicitation (which was passed by Congress as part of the JOBS Act and signed into law by President Obama), the SEC was required to specify methods by which companies must verify accredited...
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This article compares two efforts by state legislators to regulate employers' access to employees' accounts on social networking websites (one in Maryland and one in Illinois). The artilce points out that one of these efforts is basically...
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This article analyzes the language of an important section of a non-disclosure agreement entered into between two materials companies; the provision in question is now central to litigation between the two parties. The article points out that...
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This article reviews several arguments from a high-profile lawsuit in which legacy TV networks are suing Dish Networks over equipment and software which allows Dish subscribers to watch TV shows commercial-free (albeit with a time-shift). As...
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Since the crowdfunding exemption passed in the JOBS Act left so much to be subsequently filled in, a clear message by crowdfunding advocates might help regulators create rules for crowdfunding which allow it to fulfill its potential. This...
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This article compares Twitter's current privacy policy with the privacy policy that the company had in place prior to a recent revision. The article points to several changes in this document as evidence that Twitter is becoming a more mature...
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Facebook's IPO was marred by underperformance and accusations that the company shared disappointing revenue projections with its underwriters. This article points to how two alternative formulations of a crowdfunding...
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This article focuses on the steps which can be taken by startups and crowdfunding portals to maximize the likelihood that the crowdfunding exemption passed as part of the JOBS Act works effectively for some subset of companies. The suggestions...
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How does allowing crowdfunding of equity differ from the traditional startup finance model of investment by angels and venture capitalists? This article looks at literature by crowdfunding advocates which argues that the answer to this question...
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How are the shares offered to the public in an IPO priced? This article looks to the most recent draft of Facebook's IPO prospectus, which included new language detailing how the company arrived at its initial offering price. The article...
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The creation of an equity crowdfunding securities exemption was big news at the time of the passage of the JOBS Act, but as this article points out, regulators are still warning that it is too early to conduct a crowdfunded offering of equity. ...
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The equity crowdfunding exemption created by the JOBS Act enmeshes "funding portals" within its statutory scheme. This article notes that there are a number of sophisticated parties building these funding portals, but wonders if the other...
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The JOBS Act aimed to allow small businesses and startups to more easily raise capital by making the regulations around certain types of fundraising less restrictive. Much of the implementation of the JOBS Act remains to be done by the SEC, and...
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As an ever-increasing proportion of internet users access the web through mobile devices, it stands to reason that the ratio of users accessing a given website via mobile devices will also tend to be increasing. This article looks at a recent...
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This article explains the doctrine of standing and looks to a recent copyright case involving a Twitter user's tweets to illustrate how the question of standing can interact with a number of other legal concepts to implicate internet privacy...
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The JOBS Act has been widely hailed as a measure which will significantly liberalize capital raising for small businesses and startups. However, as this article points out, certain methods of capital raising on which companies widely relied...
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This article looks to the language of the JOBS Act and the legislative history of the various efforts to create a crowdfunding exemption for equity investments and concludes that the fifty states will most likely end up regulating equity...
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This article looks at a rising trend in the world of angel financings--convertible notes with valuation caps. The article explains why the old model used by many angel investors (which did not include valuation caps) was inferior (from angels'...
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Given the relaxation of the restriction on general solicitation for Regulation D offerings (in other words, given that it will be easier for angel investors to put money into quality startups), what role will the much-touted crowdfunding exemption...
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When you log onto your Facebook account, do you see the advertisements? This article provides evidence that some people find these Facebook-inserted ads very annoying while some don't even notice them; it also looks to the most recent draft of...
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This article represents an easy-to-access compendium of several links to prior articles written about the JOBS Act. The articles so linked range from speculative pieces about what form the bill might take (when the Act was a mere proposal) to...
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This article looks at certain details which will need to be addressed as the SEC eases Regulation D's ban on "general solicitation" (as was mandated by the JOBS Act) and concludes that there are many questions remaining about how the JOBS Act's...
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The JOBS Act, recently signed into law, was (simplistically speaking) a grab-bag of various initiatives bound by a common goal of making it easier for smaller businesses to access the capital markets. This article examines the various...
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From an individual investor's perspective, what is the purpose of investing in a crowdfunded offering? This article examines why this question is worth asking; it relates how much of the commentary on crowdfunding has focused on the perspective...
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This article provides a summary of a recent "G+ Hangout" where several experienced attorneys and commenters discussed the implications of the JOBS Act. The summary touches on discussion about all the titles of the Act (and there are many) and...
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This article reviews the registration statement which Facebook recently filed with the SEC and discovers that Facebook is publicly indicating that it intends on bolstering its patent litigation capabilities. Tying into an earlier article about...
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Twitter's recent Innovator's Patent Agreement represents a (purportedly) new approach to using a patent portfolio. This article draws on the comments to a prior post and points out that Twitter's pledge likely won't serve to de-weaponize...
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Twitter has recently announced that it plans on implementing an "Innovator's Patent Agreement" ("IPA") to, in part, give its employees more control over the company's patents and signal that it does not intend on launching offensive and onerous...
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The JOBS Act created a crowdfunding exemption; while this is unquestionably another possible avenue via which startups will be able to raise capital, it leaves a number of unanswered questions. This article addresses one such question--namely,...
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This article applies an important lesson of the Second Circuit's decision in Viacom v YouTube to one of the many securities law changes in the JOBS Act. The linkage between these two disparate topics is that they both contain safe harbors; the...
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This article highlights the transcript of a live chat which the Wall Street Journal recently held to discuss the passage, contents and impact of the JOBS Act, and it also provides several other relevant links and commentary commemmorating the passage...
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The Jumpstart Our Business Startups (JOBS) Act represented one of the most significant changes to the federal securities laws in quite some time. This article goes through the JOBS Act title by title, detailing what changed, why, and what a...
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This article reports on-site from the Rose Garden on President Obama's signing of the JOBS Act, which is the most significant deregulatory change to the federal securities laws in quite some time. The article reviews comments both from those in...
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This article notes President Obama's signing of the Jumpstart our Business Startups Act (witnessed in-person at the Rose Garden in Washington). The article also criticizes the media coverage of the Act as being too focused on the wrong...
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This article compares Facebook's most recent amendment (the third) to its registration statement with the prior one (the second) and highlights some of the most interesting alterations made to the newest version. These alterations indicate the...
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Although much of the writing about the Jumpstart our Business Startups (JOBS) Act has focused on the fate of crowdfunding, this article explains that there are actually three separate audiences reacting to discrete and distinct provisions of the JOBS...
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Now that certain large law firms (and other presumably reputable organizations) are sharing templates of legal documents, what will clients do with the documents so shared? This article examines possibilities as part of an e-mail interview with...
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This article compares the treatment of regular, retail-investor equity crowdfunding under the Access to Capital for Job Creators Act (just passed by the Senate) with that Act's treatment of general solicitation for angel (and other accredited)...
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Longtime advocates of a strong crowdfunding exemption were disappointed with the product recently approved by the Senate. This article sides with those disappointed supporters, and examines the political economics of the Senate's version of the...
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This article assesses the financial ecosystem for startups in light of the Senate's recent passage of their version of the JOBS Act (and indications from House members that they will put the Senate's version of the bill to a vote, which they expect...
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The Senate has been notably slower (far slower) to embrace crowdfunding and pass a crowdfunding bill than the House. This article analyzes some of the Senate debate over crowdfunding and reviews provisions in a Senate proposal which illustrate...
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This article previews an important day in the United States Senate for equity crowdfunding (and private capital formation in the United States in general). It compares the role crowdfunding advocates have played to the drive to oppose the...
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This article reviews changes made by the Senate to the recently and overwhelmingly passed House of Representatives version of the Jumpstart our Business Startups (JOBS) Act. A comparison between the JOBS Act which passed the House and the...
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Much ink (both digital and physical) has been spilled about the proper contours of a crowdfunding securities exemption. Throughout most of the time said ink has been spilling, the Senate has not passed any exemption whatsoever to enable...
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This article continues following the recent trend (if it's strong enough to be called a trend at this point) of large law firms sharing their startup template documentation over the internet. The article explains how the contribution of Perkins...
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This article analyzes a redline (document comparison helpful for tracking alterations between documents which are highly similar) of Facebook's two most recent SEC registration statements. The article highlights two major changes in Facebook's...
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This article shares a conversation between Bill Carleton and Jeff Fabian regarding the impact that the sharing of large law firms' startup documents will have on smaller, more cost-effective practitioners. While both attorneys agree that the...
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This article continues an exploration of the dissonances between the various crowdfunding proposals which have been bandied about Congress (especially Representative McHenry's bill, which is what the House initially passed) and the realities of angel...
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The attempt to create a crowdfunding exemption from the federal securities laws has been stalled in the Senate for quite some time, as a number of proposals backed by various interests vie for Senators' ears. This article calls attention to a...
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Recent articles have noted the disconnect between the crowdfunding proposals floating around Washington and the reality of angel investment. This article reviews legislation which represents a step on the path to fixing that disconnect, in the...
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This article examines changes to securities laws relevant to small businesses which were passed by the House of Representatives as part of the Jumpstart our Business Startups Act. The article reviews how the provisions of the bill, if enacted into...
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This article continues a series stemming from this year's edition of the Angel Capital Association Summit. This article reviews some major policy points stemming from this year's summit, including the desirability of tax credits versus an...
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The financial ecosystem for startups is undergoing potentially massive changes. Although the possibility of a crowdfunding exemption from the federal securities laws has drawn a great deal of attention in this area, this article points out...
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As a follow-up to a consideration of the incongruities between a crowdfunding exemption and the existing angel investing infrastructure, this article compares the crowdfunding proposals currently before Congress to the "friends and family" round of...
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Amidst the excitement over the contemplation and deliberation about a crowdfunding exemption from the federal securities laws, many practical questions have been left unresolved. This article focuses on one such practical question--how would a...
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The Senate is preparing to tackle finalizing a draft of an exemption from the federal securities laws for crowdfunding; given the length of time competing bills have sat before the Senate, this is bigger news than it seems on first glance. This...
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Some lawyers view how technologies such as the internet and word processing are changing the practice of law with consternation or befuddlement; some, on the other hand, are excited about what this will mean for servicing their clients. This...
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China has long been perceived (at least in popular opinion) as a country which plays fast and loose with intellectual property protections. This is important, even to small businesses, thanks to the size of the Chinese market; if you can...
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Angel investors are, today, a common source of capital for early-stage companies. A crowdfunding exemption, if passed, would effectively provide another source of capital, which could be available to companies at an even earlier stage in their...
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When a startup hires an attorney, part of what that startup is paying (often a lot of money) for are legal documents. This article notes a recent step by a prominent law firm which could, potentially, lead to lower prices and improved quality...
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Even though Congress has yet to pass a crowdfunding exemption, some entrepreneurial companies are raising capital through crowdfunding-like channels; the processes and results, as this article notes, blur the lines between financing, fundraising, and...
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After some early, swift progress, crowdfunding legislation has stalled before the Senate; several crowdfunding proposals are floating around, but none have passed. This article shares a crowdsourced advertisement aimed at politicians which...
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A "cap table," short for "capitalization table," details the ownership of all equity claims on a given company and is presented in tabular form. This article highlights some difficulties and interesting tidbits discovered in an ongoing attempt...
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Angel investors might not be as glamorous or famous as venture capitalists, but they play a vitally important role in the startup ecosystem. This article reviews information finding that organized groups of angel investors have risen beyond...
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Employment agreements for certain of Facebook's executives were filed by the company with the SEC as a part of its registration statement. This article reviews interesting provisions in the employment agreement of Facebook's Chief Operating...
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This article continues chronicling the twists and turns in the efforts to enact a workable crowdfunding exemption. In light of President Obama's recent statements of support for a crowdfunding exemption (albeit absent an endorsement for a...
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Whether or not a crowdfunding exemption should require the use of a crowdfunding intermediary (basically, a platform standing between investors and the companies in which they invest) is one of the sticking points in getting an exemption for...
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A company's registration statement filed with the SEC in the run-up to an initial public offering aims to give an investor the information needed to determine whether or not that company is a good investment. One section of that registration...
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This article was written in anticipation of the (most likely) hottest IPO of 2012--that of Facebook, the social networking giant. The article links to where you can read SEC filings (on a system called EDGAR--hence the title of the article),...
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President Obama is poised to throw his support behind a legislative plan designed to create a more favorable environment for startups and small businesses. In light of the crowdfunding proposals currently before the House, Senate, and media,...
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This article reviews the genesis of and apparent hurry behind the crowdfunding proposal by the North American Securities Administrators Association (NASAA). The article also speculates on the likelihood of the fractured state regulators coming...
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Various crowdfunding proposals are floating around Congress; one has been passed by the House, and competing proposals are being deliberated in the Senate. This article analyzes a recent crowdfunding proposal by the North American Securities...
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One of the tools attorneys use while negotiating documents is a "redline" (also known by other, often similar names)--this tool compares one version of a document against another. This article redlines a small section of Google's new,...
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The Supreme Court decided United States v Jones, a case involving a GPS tracker surreptitiously placed on a suspect's car by the police without a warrant, unanimously against the government. However, as this article explains, one needs to pay...
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Roughly a year ago, Google purchased Picnik, an app which lets its users edit all their online photos from one easy source. Picnik, which was an app on Facebook, is being closed by Google and moved to Google+. This article explains that...
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A case currently before the Supreme Court involves the need for the police to obtain a warrant before tracking a suspect with a GPS device placed on the suspect's car without that suspect's knowledge. This article highlights comments made...
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The OPEN (Online Protection & Enforcement of Digital Trade) Act is an alternative to SOPA; as this article relates, drafts of OPEN are utilizing technology which allows regular citizens to easily mark up and comment on the bills. ...
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Attorneys often say that startups (or, really, any client) can cut down on their legal fees by doing some homework up front. For startups, this means understanding the basic legal choices they will have at key decision points early in...
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When filing a registration statement with the Securities and Exchange Commission prior to a public offering of securities, businesses must disclose significant risk factors to investments in those securities. This article, after a spate of such...
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This article continues to look at one of the two crowdfunding proposals before the Senate (the one sponsored by Senator Merkley), with an eye towards a crowdfunding implementation's interaction with the SEC's 500 shareholder rule (which...
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The "Accredited Investor" net worth standard refers to the standard for accredited investors in Regulation D of the securities laws, which provides an exemption from SEC registration which is critical to the startup financing ecosystem. The...
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This article reflects on the FTC's settlement with Facebook over alleged misuse of Facebook's users' private information in light of the tech giant's recent move to put advertisements, likely containing non-celebrity endorsements, in its users' news...
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This article shares a letter sent to the Federal Trade Commission ("FTC") in response to the FTC's solicitation of comments over their proposed settlement with Facebook. The settlement is over Facebook's alleged violations of consumer...
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Two crowdfunding proposals--one which has passed the house, and one drafted by Senator Brown of Massachusetts--have drawn the attention of many entrepreneurs and lawyers who help those entrepreneurs comply with the federal securities laws. This...
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This article highlights an interesting feature of legislation currently before the Senate called the Reopening American Capital Markets to Emerging Growth Companies Act of 2011. This legislation, which aims to resurrect the moribund IPO market,...
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This article recounts an e-mail exchange with Sramana Mitra, who has a great deal of knowledge and experience in the Indian entrepreneurial space. The exchange covers, among other topics, financing for entrepreneurial companies in India,...
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Many article have been written criticizing the Stop Online Piracy Act (SOPA) as granting the government too much power over the content of the internet. This article takes a different tack, and explains why a safe harbor provision permitting...
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Part of the recent Senate hearings about the desirability of a crowdfunding exemption concerned alternative proposals to what is currently being considered by Congress. This article reviews details of these proposals provided in the written...
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This article provides a running diary tracking a hearing before the Senate on crowdfunding. The article outlines the points made by the various academics, regulators, and other stakeholders testifying before the Senate. Hearings like this...
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This article continues a series looking at the social costs and individual enforceability of terms of service for online websites and applications. This entry in the series looks at how terms of service are interpreted under the law of the...
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This article continues a series about actually reading websites' Terms of Service. This entry in the series explains why it is probably economically rational for people to avoid reading these contracts, even though they will be legally bound by...
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Given the number of websites that play an important role in both our personal lives and our business's lives, the law interpreting those websites' Terms of Service is becoming more and more important. With that in mind, this article analyzes...
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This article takes a speaker-by-speaker look at the SEC's 2011 Forum on Small Business Capital Formation. The speakers included some of the most prominent practitioners and academics specializing in securities law, and the ideas focused on how...
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If a crowdfunding exemption passes Congress, the differences between the Senate's version of the exemption and the House's version of the exemption will ultimately need to be reconciled by the two houses of Congress. Therefore, parties...
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This article compares the legislation in the Senate and the House which aim to create crowdfunding exemptions from the federal securities laws, and notes how a well-thought-out crowdfunding bill could, potentially, drive lawyers out of seed financing...
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Congress has recently been considering a handful of changes to the federal securities laws. The impetus behind these changes (at least in part) has been the changes in modern communication and personal networks wrought by the internet. ...
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Today, most startups raise capital without going through the costly and time-consuming process of registration with the SEC via "Regulation D", which focuses on offering securities (such as equity) from "accredited investors." This process has...
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Both houses of Congress have been debating measures to fight IP piracy on the internet. However, these measures can, if not carefully crafted, go disturbingly far. This article calls attention to one such downside of these proposals--a...
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This article continues a series of articles analyzing the progress of Representative Patrick McHenry's crowdfunding bill through the House of Representatives. This article notes recent changes to the proposal, which align the crowdfunding...
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This article notes a logistical nightmare that the proposed crowdfunding exemption from the federal securities laws could create for startups which rely on it (and their lawyers). Crowdfunding (collecting small amounts of money from large...
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The Groupon initial public offering ("IPO") has been (and likely will be, assuming it goes off) one of the most hyped of the year. All this hype, however, has given certain non-traditional aspects of Groupon's business and proposed IPO a level...
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Did you ever wonder about the legal basis for the actions of both sides in the ongoing "occupation" of Zuccotti Park in Lower Manhattan? This article represents an attempt by an experienced business attorney (but an attorney with little...
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This article analyzes the crowdfunding bill just introduced by Representative Patrick McHenry. Although unlikely to become law, the bill is informative in that it allows practitioners to analyze how a crowdfunding exemption would affect startup...
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Most startups conduct seed financing under a rule promulgated by the Securities and Exchange Commission called "Regulation D", which exempts companies from registering an offering with the SEC provided that the company meets certain...
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The internet has made possible (or at least made more possible) bringing together people on a scale unmatched by any prior communications device. This has changed many social dynamics, and, importantly for entrepreneurs and other owners of...
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Airbnb is one of the more talked about startups in the broader media. This article, though, looks at something which hasn't received a lot of mainstream press. Airbnb is receiving another round of financing, and part of the proceeds will...
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The Founder Institute recently released the "Founder Advisor Standard Template," which is theoretically a template Advisory Agreement for contracts between startups or entrepreneurs and advisors. This article points out several...
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Bankruptcy Court follows a much more informal process than most other aspects of our legal system, as nimbleness and flexibility are required to maximize the value of assets in financial distress. This article looks at a byproduct of that...
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Congress recently passed, and President Obama recently signed into law, a bill designed to reform and accelerate America's patent process. The goal of the bill, as stated by President Obama, is to allow "entrepreneurs [to] turn a new idea into...
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A recent budget request by the United States Department of Labor reveals that they are planning on increasing enforcement of companies who misclassify employees as independent contractors. In this article, Bill Carleton reviews that budget...
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Bill Carleton writes about a quirk of Washington state law--if you owe your employees money, and you don't pay, those employees can look to you, personally, as well as other officers and directors of your corporation, for that money. This is...
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Bill Carleton looks at the recent rumblings to allow crowdfunding (raising seed capital from many investors, with each investor contributing a small amount) to replace angel financing, and explains why he thinks that changing the federal...
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Supervoting shares allow certain shareholders (often a company's founders and initial backers) to maintain control of the company after a more widely distributed public offering. In this blog post, William Carleton explains why these...
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One of the functions of the Securities and Exchange Commission (SEC) is to ease liquidity in capital markets. One of the results of increased liquidity in capital markets is that it become easier for startups to raise capital. In this...
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This brief blog post by William Carleton contains a to-the-point critique of the perils of startups taking care of their legal needs on their own. The problem with this, according to Mr. Carleton, is that while they may save a little bit of...
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Online startups increasingly turn to the "cloud" to host their applications. However, by hosting in the cloud, you put your business's fate in the hands of a third party. In this blog post, William Carleton notes that these third...