News & Analysis as of

Angel investment trends; 2013 year in review

Yesterday, the Angel Resource Institute, Silicon Valley Bank and CB Insights released their angel group 2013 year in review, the Halo Report. The Halo Report analyzes angel investment activity and trends in the United States....more

Corporate & Tax E-Note - March 27, 2014

In This Issue: - High Court Considers Whether Corporations Can Lie to Investors - Nasdaq Enters Pre-IPO Market with Private Exchange - Many Early-Stage Start-Ups Still Struggle to Get Funding - Venture...more

Making Sense of Your Options: Raising Capital In Private Offerings

Let’s say you have started/built this really great business that needs funding right now to launch, survive, expand, take it to the next level, etc. If you are not ready for an I.P.O. yet, and the “ready-for-prime-time”...more

While You Were Sleeping! The Continuing Saga of Obamacare - Finding a Solution Path for Small Business Owner

Overview - What ever happened to the popularity of soap operas or novelas in case you watch Univision? I must admit I have a history with both the English and Spanish versions as well as living my own soap opera....more

SEC Proposes Rules to Facilitate Small Business Financing

Introduction - On December 18, 2013, the Securities and Exchange Commission (SEC) proposed rules to enhance access to capital by smaller companies pursuant to its rulemaking mandate under Title IV of the Jumpstart...more

SEC Proposes Regulation A+ For Small Businesses

With all eyes focused on the lifting on the ban on solicitation and the new proposed equity crowd funding rules, one major rulemaking proposal mandated under the JOBS Act did not get the attention it deserves: the new small...more

Joining the Crowd - Investing profitably in equity crowdfunding

Crowdfunding is a word you’ve heard a lot since the passage of the JOBS Act in 2012. But what is crowdfunding, and, more importantly, how you can use it to invest profitably? What Is Crowdfunding? - Crowdfunding...more

Business Law Newsletter - January 2014

In This Issue: - Minority Shareholder Rights in Virginia - Revisions to Federal Non-Party Subpoena Power (Rule 45): Streamlining and Simplifying Outdated Procedures, Effective December 1, 2013 - Common...more

Where to Look: Governmental Sources of Funding for Emerging Companies

Young companies are always looking for sources of capital, but many are unaware of funding sources provided by governmental programs. These programs are typically targeted at specific sectors and are intended to create jobs...more

If a sales kit or startup fee is several hundred dollars then is that considered “frontloading?”

Frontloading generally refers to a process in which a MLM company, or a sponsoring consultant, encourages a new consultant to purchase far more than is commercially reasonable under the circumstances. Often the “push” is...more

Corporate & Tax E-Note - December 2013

In This Issue: - SEC Chair Says Agency Will Continue to Take Cases to Court - Report Shows 590 Tech Companies Set to Debut IPOs in 2014 - Businesses Concerned Over Senate Efforts to Lower Corporate Taxes - States...more

LLC Operating Agreements May Need Amending Under California’s New LLC Law

The California Revised Uniform Limited Liability Company Act (the “New LLC Law”) was signed into law by Governor Jerry Brown on September 21, 2012. The New LLC Law will entirely replace the current California law governing...more

Starting a new business? Intellectual Property 101 Presented by Prof. Islam & PA Thomas Lewry [Video]

"Often [intellectual property] is the most valuable asset to the company, bar none, more than the building, more valuable than the land that it sits on." -The Recorder, November 30, 2006 What does it take to get a...more

CRA Considers Tax Treatment Of Crowdfunding

Hot on the heels of the CRA’s recent publication of a “fact sheet” on its views on the tax treatment of Bitcoin currency (which has been in the news recently), the CRA has published two technical interpretations on the tax...more

So You’re Hanging A Shingle, Now What?

Recently, a distraught business owner came to me in desperation. He had identified an area of need in the market and had just the expertise to fill it. An industry insider, he had contacts in place and was ready to hit the...more

Small Business Securities Bulletin: By Popular Demand - SEC Proposes Crowdfunding Rules

By way of background, pursuant to Section 5 of the Securities Act of 1933 (Securities Act) and state securities laws, any offer and sale of a security must be registered with the Securities and Exchange Commission (SEC) and...more

SEC to Vote on Crowdfunding Proposal to Ease Investor Verification Requirements

On October 23, 2013, the United States Securities and Exchange Commission (the “SEC”) is expected to vote on a SEC proposal that would ease investor verification requirements under the crowdfunding rule. The crowdfunding...more

Route 506: The General Solicitation Highway

A new route to soliciting direct securities investments has opened. For the first time in 80 years, start-ups and small businesses can broadly advertise and broadly solicit to raise money for private offerings. ...more

Top Labor and Employment Law Issues When Taking your Start-Up Global

Our colleague Ute Krudewagen has put together a list of some key labor and employment issues to consider if and when you decide to take your US-based emerging company to overseas locations. So you are ready to...more

New Miami In The News: Weekly Recap

This week in New Miami it was all about the entrepreneurs. Several initiatives and organizations are helping to put South Florida’s startups on the map. MDC, Goldman Sachs partner to bring $5 million small business...more

The Changing Landscape of Seed Stage Financing, Part III: Revisiting the Debt vs. Equity Dilemma

In the third and final installment of this blog post series, we’ll return to last week’s question (Should I sell convertible debt or equity?), and consider the other side of the coin: choosing equity instead of debt. We’ll...more

Do I Need An Entity for My Business? Cont…

As we discussed before, most people end up operating their business through an entity of some sort. However, there are some individuals who do not necessarily need an entity and can operate their business as a sole...more

The Changing Landscape of Seed Stage Financing, Part I: Choosing Your Investors

As a startup founder, you have burned through a lot of your own savings (and maxed out the proverbial credit cards), but thankfully you have an MVP (minimal viable product) or better, and now are ready to raise your first...more

Equity Crowdfunding: OSC Releases Progress Report on Its Exempt Market Review

On August 28, 2013, the Ontario Securities Commission (OSC) released OSC Notice 45-712 – Progress Report on Review of Prospectus Exemptions to Facilitate Capital Raising (the Progress Report). The Progress Report summarizes...more

Silicon Valley Venture Capital Survey - Second Quarter 2013

We analyzed the terms of venture financings for 124 companies headquartered in Silicon Valley that reported raising money in the second quarter of 2013....more

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