August 2012

The SEC yesterday proposed rules to permit general solicitation and general advertising in Rule 506 and Rule 144A offerings. A main requirement is that the issuer “takes reasonable steps to verify” that the purchasers are accredited investors. The model the SEC has proposed would neither mandate specific verification steps nor assure issuers and investors that adequate steps have been taken. The model will likely require issuers to obtain reliable third party information most of the time, rather than relying on questionnaires, contractual representations, or similar confirmations from a purchaser.

Continue Reading SEC Proposes General Solicitation Rules

Megan Muir.jpgCONTRIBUTED BY
Megan Muir
@megan_muir

The SEC has made official what we blogged about yesterday:  Late yesterday it removed from its agenda for today’s meeting the consideration of general solicitation in Rule 506 and Rule 144A offerings.  The SEC also released a separate meeting notice for August 29, 2012, which states it will consider whether to propose rules to eliminate the prohibition against general solicitation and general advertising in securities offerings conducted pursuant to Rule 506 and Rule 144A.

Since the SEC’s action would be to propose rules, it will
Continue Reading General Solicitation of Accredited Investors in 2013?

Earlier this month, the SEC announced that at its meeting tomorrow it would be considering rules to eliminate the prohibition against general solicitation and general advertising in securities offerings conducted pursuant to Rule 506 of Regulation D under the Securities Act and Rule 144A under the Securities Act. However, in response to a flurry of comments, the SEC has clarified it will not be adopting interim final rules at the meeting tomorrow and, instead, would follow the usual rulemaking process of proposing revisions to the rules, receiving public comment on the proposals, considering those comments, and then adopting final rules. This rulemaking process generally takes several month to complete.

Continue Reading SEC Rules to Permit General Solicitation Likely to Slip Further…

CONTRIBUTED BY
Ed Batts

At a recent American Bar Association meeting, a senior Securities and Exchange Commission official reviewed various aspects of interest for public company reporting and compliance purposes. As is customary, such Staff comments were on a non-attribution basis and were represented to be personal views only and not those of the SEC as a whole. Nonetheless, such informal commentary continues to offer contextual perspective on both current matters and, equally important, indicates areas of less current significance at the SEC.Continue Reading Senior SEC Official Comments on Key Public Reporting Disclosure Issues

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

The National Venture Capital Association (NVCA) recently published an article that may indicate an increasing role of Corporate Venture Capital in the startup investments arena, as reflected in Money Tree’s Investment Analysis Report issued for Q2 2012.  The data from Money Tree’s report shows that participation by corporate VCs rose to 16.3 percent during the first half of 2012, up from 14.7 percent in 2011.  Dominant sectors were software (27.1 percent of CVC invested dollars) and industrial/energy (18.8 percent of CVC invested dollars).

The NVCA further details the current atmosphere

Continue Reading Q2 2012 Highlights Growing Number of Corporate VC Investments

Wang, Eric.jpgCONTRIBUTED BY
Eric Wang
eric.wang@dlapiper.com

A nondisclosure agreement, often referred to as an NDA or a confidentiality agreement, is typically the first agreement to be entered into in a mergers and acquisitions transaction. The agreement is designed to protect the confidentiality of information exchanged in connection with the consideration and negotiation of the transaction and information exchanged in the course of a party’s due diligence review of the other.

In a situation where a party is presented with the other side’s form NDA, a careful review is warranted.

What are some of the most important items to consider when reviewing an NDA?Continue Reading Reviewing the M&A Nondisclosure Agreement

I recently had lunch with John Sechrest to find out more about his latest project, the Seattle Angel Conference he founded. The Conference website describes its approach to angel investing as “a structured investor-driven investment conference” in which “Qualified Investors create an LLC, engage in due diligence in startups, and ultimately pool funds [~$200,000 in aggregate] to invest in one of the presenting companies.”  You can find more details about the Conference at www.seattleangelconference.com/.

John is a relative newcomer to the Seattle startup scene, but has a long history
Continue Reading Seattle Angel Conference: Local Startup Ecosystem

Australia highly regulates employee stock incentive plans. Failing to adapt to applicable rules can lead to adverse consequences for employees and employers and ultimately can undermine the intended purpose of such plans. Compliments of our DLA Piper colleagues, here is an overview of some of the legal and tax issues US parent and Australian subsidiary companies should consider when including Australian resident employees in US-based employee stock incentive plans. Continue Reading Extending US employee stock incentive plans to Australian employees

Compliments of Jason Smith of Kidder Mathews, attached is a Seattle-area office real estate market review for Q2 2012. As the report notes, the Puget Sound office market during the first half of 2012 was active on several fronts. Leasing was strong in both Seattle and Bellevue central business districts (CBD), rental rates showed some modest gains in the core markets, and the dollar amount of this year’s sales activity skyrocketed.

New leasing activity was led by ecommerce companies and was focused on newer buildings in specific neighborhoods. It was in

Continue Reading Seattle Office Real Estate Market Review for Q2 2012