Asher Bearman

Subscribe to Asher Bearman's Posts
Contact:Read more about Asher Bearman

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

The Washington Department of Financial Institutions (DFI) issued a Notice to all interested parties that its Securities Division intends to propose amendments to its rules for investment advisers.  Significantly, these rules could significantly change the regulatory landscape for investment managers operating in Washington State.  In speaking with state regulators and reviewing the release, I understand that DFI currently is in the process of surveying fund managers.  If you have been contacted by DFI to complete this survey but you are not a registered investment adviser, I would very much like to hear from you as it’s not clear to us exactly who is part of the DFI analysis.Continue Reading Washington DFI Announces Possible Amendments to Investment Adviser Rules

Batts, Ed_Headshot.jpgCONTRIBUTED BY
Ed Batts
ed.batts@dlapiper.com

Managing leadership succession in the misnomered “merger of equals” or the more common combination of two large public companies of different sizes can often be tricky. To the extent that both the buyer and the target agree that one or more members of a target’s management team are to transition to management positions in the combined company, merger contracts often specify who shall become what.

But such provisions are rarely drafted to be effective for any period of time beyond the closing. Further, buyers are loath…

Continue Reading When Public Companies Combine – Managing Leadership Succession

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

Asher headshot.jpgCONTRIBUTED BY
Asher Bearman
asher.bearman@dlapiper.com

Tax planning can be challenging at any time of year, but this year may be more challenging than normal.  As with any presidential election year, there is a lot of legislative uncertainty leading into 2013.  Adding even more fuel to the fire, there are a number of significant tax rate changes scheduled to occur at the end of 2012 unless Congress steps in with a last-minute change.  Given the election year, an affirmative action by Congress seems very unlikely prior to November, which could result in last-minute planning…

Continue Reading Tax Changes Are Looming

Asher headshot.jpgCONTRIBUTED BY
Asher Bearman
asher.bearman@dlapiper.com

Many of us are anxiously awaiting the SEC’s implementation of the rules that will allow funds and companies to engage in general solicitations as par'Delay Start (179)' photo (c) 2007, Doug Waldron - license: http://creativecommons.org/licenses/by-sa/2.0/t of their fundraising efforts.  The SEC was directed to implement those rules within 90 days of the JOBS Act’s passage.  Although not much of a surprise, the SEC is now confirming that it will not be able to meet the 90 day deadline.

In a hearing on June 28, 2012 before the House Oversight TARP and Financial Services Subcommittee, SEC Chairman Mary Schapiro provided an update on the Staff’s progress in drafting proposed rules lifting the ban on general solicitation and implementing the crowdfunding exemption under the JOBS Act. Continue Reading SEC Not Quite Ready to Lift General Solicitation Ban

Asher headshot.jpgCONTRIBUTED BY
Asher Bearman
asher.bearman@dlapiper.com

I tend to be an optimist and have been accused by friends (and others) of being too rosy in my outlook.  If that’s true, I suspect it is because of athletics.  I have played sports all my life and I’ve found that, in sports, the competition is fierce and if you believe that you can’t win, you will be right.  I also think sports have a lot of parallels to business.  Both are very competitive and your mindset is critical.  As a business lawyer, I have to analyze all of the potential downsides in a transaction, so my optimism is tempered significantly.  As a periodic investor in the markets, my optimism is trickier to control.

Being an optimist, I see a bright future for the VC industry, but others disagree.  Many of you have now heard about the Kauffman report on the state of the VC industry.  The report, available here (Kauffman report), was entitled “WE HAVE MET THE ENEMY… AND HE IS US” Lessons from Twenty Years of the Kauffman Foundation’s Investments in Venture Capital Funds and The Triumph of Hope Over Experience.  It was widely publicized and gave a somewhat dire picture of the VC industry.  The Wall Street Journal Venture Dispatch summarized the report as “bashing” the VC industry. Continue Reading Hey VC Industry – What time is it?

Asher headshot.jpgCONTRIBUTED BY
Asher Bearman
asher.bearman@dlapiper.com

This edition of The Venture Spotlight features a 30 minute interview with Sam Schmidt, a professional indy car driver who suffered a horrific crash about 10 years ago leaving him paralyzed from the neck down.  Now Sam heads a racing team and also periodically makes investments in startups.  Most recently, Sam invested in Korrio, a Seattle startup company looking to revolutionize the administration of youth sports leagues.  Here is my interview with Sam.  Scroll down for some video of him talking elsewhere about Korrio and his other exploits.Continue Reading The Venture Spotlight – Indy Driver, Team Owner and Angel Investor Sam Schmidt

Carbins_Amy.jpgCONTRIBUTED BY
Amy Carbins
amy.carbins@dlapiper.com

In the early growth stages, new companies often look for short-term leases for relatively small suites to enable the company to expand or scale back on the space and rent obligations depending on the success of the business. When the time comes for a new company to branch out into its first office space, the need to finalize the lease quickly can become very pressing. However, the legal issues and financial risks associated with short-term leases for small suites are, for the most part, very similar to those associated with long-term leases for large spaces. Most landlords will present the same form of lease to a tenant for a two-year, 3,000 square foot lease as they present to a tenant for a five- or ten-year, 50,000 square foot lease. In an ideal setting, a company would be able to engage counsel to negotiate for customary tenant protections throughout the lease. However, when time and resources available to devote to lease negotiations are scarce, tenants must prioritize issues in order to get to lease signing within the company’s time and cost budgets. Although circumstances vary from lease to lease, there are some key considerations that are likely to be present in any commercial office lease.Continue Reading Key Leasing Considerations for Startups