2012

Asher Headshot - Resized.pngCONTRIBUTED BY
Asher Bearman
asher.bearman@dlapiper.com

 

 

Startup companies often have to protect their intellectual property (IP) on a budget.  Here are some fundamental legal protections all startups should have:

  1. Employee Agreements.  All employees should sign non-disclosure agreements obligating them to keep the company’s information confidential.  In addition, all employees.  Most venture capitalists will require prior invention assignment agreements (PIAAs) from all key employees prior to investing in the business.  Forms for this are available in our free Starter Kit.
  2. Consulting Agreements.  Sets the terms of consulting


Continue Reading Fundamental IP Protection for Startups

Asher Headshot - Resized.pngCONTRIBUTED BY
Asher Bearman
asher.bearman@dlapiper.com

The Startup Company Formation Kit, available in our “Forms” section to the right, allows companies to prepare a basic Certificate of Incorporation and Bylaws for a company: 

  • Certificate of Incorporation:  This document specifies the typical initial authorized capital of a startup company to be formed in Delaware.  The company’s formation is not official until this document is filed with the Delaware secretary of state.  We typically make this filing on behalf of startup companies and provide guidance regarding the terms and


Continue Reading Startup Company – Forms of Formation Documents

CONTRIBUTED BY

Bruce Wein

The IRS has released proposed regulations under Section 1411 of the Internal Revenue Code, which imposes a 3.8 percent tax on certain unearned income or investments of certain individuals, trusts and estates, for tax years beginning after December 31, 2012.Continue Reading Proposed Regulations Explain 3.8 Percent Medicare Tax on Net Investment Income

pic-trent.jpgCONTRIBUTED BY
Trent Dykes
trent.dykes@dlapiper.com

DLA Piper congratulates our 100 clients recognized among the Deloitte 2012 Technology Fast 500, an annual list of the 500 fastest-growing North American companies in the technology, media and telecommunications, life sciences and clean technology industries. Winners were selected based on a percentage of fiscal year revenue growth from 2007 through 2011. A copy of the full list can be found here.Continue Reading DLA Piper represents 100 of the Deloitte 2012 Technology Fast 500

Asher Headshot - Resized.pngCONTRIBUTED BY
Asher Bearman
asher.bearman@dlapiper.com

Earlier this year, I wrote about an opinion from the Delaware Court of Chancery that, if affirmed, could have broad practical implications for LLC managers and the fiduciary duties owed to their members.  We have been monitoring this case and, on November 7, the Delaware Supreme Court issued its decision.  As it turns out, whether fiduciary duties are owed by default in a Delaware LLC remains an open question.  The Delaware Supreme Court affirmed the earlier Chancery Court’s opinion exclusively on contractual grounds, leaving open-ended the question as to default fiduciary duties by rejecting the Chancery Court’s decision to incorporate fiduciary duties into the Delaware LLC Act.  Please continue reading below for the text of DLA Piper’s follow-up Client Alert posted by John Reed and Jennifer Lloyd.Continue Reading Default Fiduciary Duties in Delaware LLCs Remains an Open Question following Delaware Supreme Court Ruling

A_Ledbetter_LR.jpgCONTRIBUTED BY
Andrew Ledbetter
andrew.ledbetter@dlapiper.com

In one of the worst kept secrets in the securities world, yesterday SEC Chair Mary Schapiro announced that she would step down on December 14, 2012, and President Obama announced that he intends to designate Elisse Walter, a current SEC Commissioner, as SEC Chair upon Ms. Schapiro’s departure.  Ms. Walter will serve as SEC Chair until a long-term successor is found (who will require Senate confirmation), and she is able to serve in this role through next year (because she was previously confirmed

Continue Reading Changes to SEC Leadership Next Month

As the new year approaches, taxes will again be front and center in shaping strategy for both actions before year-end and 2013 financial planning.  This year is no exception, and in fact the prevalence of tax as a driver will be magnified given several major tax changes that are set to take place at year-end absent action by Congress.  Merrill Lynch did a nice job of concisely summarizing the major tax changes here (“Tax law changes call for careful planning in 2012”).  Also see our earlier post on
Continue Reading Summary of 2013 Tax Changes

RadcliffeMark.jpgCONTRIBUTED BY
Mark Radcliffe
mark.radcliffe@dlapiper.com

The Wall Street Journal (WSJ) recently noted the increasing importance of the corporate venture capitalists in the innovation ecosystem. WSJ base their conclusion on a recent Boston Consulting Group (BCG) report that describes the change in corporate venture capital.

I have seen three of the four cycles in the BCG report and I agree that this cycle is different because of the critical role of innovation in large companies. Innovation has become essential for large corporations and corporate venture is a significant tool to manage

Continue Reading Corporate Venture Capital: Critical Players in the Startup Infrastructure

Eve Riskin.pngMegan Muir.jpgCONTRIBUTED BY
Megan Muir
@megan_muir

Dr. Eve Riskin is one woman in tech who is actively working to “change the ratio” by increasing the number of women faculty in science, technology, engineering and mathematics (STEM).  As Associate Dean of Academic Affairs for the University of Washington College of Engineering, Professor of Electrical Engineering, and Director of the ADVANCE Center for Institutional Change, she is a leader and a mentor for other women considering academic STEM careers (or second careers, following work in industry).

Eve received her bachelor’s degree in Electrical Engineering from MIT and her graduate degrees in EE from Stanford.  She joined the EE Department at the University of Washington (UW) in 1990.  As Director of UW ADVANCE, Eve works on mentoring and leadership development programs aimed to increase the participation of women faculty in STEM fields.  Her research interests include image compression and image processing, with a focus on developing video compression algorithms to allow for cell-phone transmission of American Sign Language.  Eve was awarded a National Science Foundation Young Investigator Award, a Sloan Research Fellowship, the 2006 WEPAN University Change Agent award, the 2006 Hewlett-Packard Harriett B. Rigas Award, and the 2007 University of Washington David B. Thorud Leadership Award.  She is a Fellow of the Institute of Electrical and Electronics Engineers.

Read on as Eve discusses her career path, provides advice for young women interested in STEM fields and shares her suggestion that you find a “ventor.”Continue Reading Women in Tech: Dr. Eve Riskin, Professor and Assoc. Dean of Engineering

CONTRIBUTED BY

Criddle.jpg
Kevin Criddle
kevin.criddle@dlapiper.com 
Kappus, Anthony R._photo_4742.jpg
Anthony Kappus
anthony.kappus@dlapiper.com

One of the key considerations in structuring merger and acquisition (M&A) transactions is determining which contracts of the target company, if any, will remain in effect for the acquiror following closing.  This post will briefly outline: (1) the general rules of contract assignment; (2) the effect of anti-assignment clauses and other exceptions to the general rule of assignability; and (3) the effect of four common M&A structures on contract assignment.

General Rule: Contracts are Freely Assignable

The general rule is that contracts are freely assignable unless the contract itself, a statute, or public policy dictates otherwise.  This is true in Washington State, where courts have found that contractual rights are generally transferable unless the contract expressly prohibits assignment in “very specific” and “unmistakable terms.”

Exceptions to the General Assignability Rule

The exceptions to the general rule of free assignability fall into two broad categories: (1) contractual prohibitions on free assignability (“anti-assignment clauses”) and (2) case law prohibitions on free assignability of certain types of contracts that arise out of public policy concerns.Continue Reading Assigning Contracts in the Context of M&A Transactions