Andrew Ledbetter

Andrew Ledbetter

I am a corporate and securities attorney in Seattle.  Over the years, I have represented numerous private companies, VC funds, placement agents, and others in venture transactions.  Today, much of my work involves capital markets transactions, public company SEC reporting, and related corporate and disclosure advice.  I have advised in dozens of initial public offerings, stock exchange listings, secondary offerings, public and private M&A deals, international transactions, PIPEs, spin-offs, going private transactions, and other transactions.

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Delaware Court Upholds Board’s Authority To Adopt Exclusive Forum Bylaws

Andrew Ledbetter



We have previously blogged about corporations adding forum-selection provisions to their bylaws (or other governing documents) to require that stockholder derivative and other intra-corporate lawsuits be filed only in Delaware.  Quelling concerns about the enforceability of adopting such provisions without stockholder approval, earlier this week the Delaware Court of Chancery held that the boards of directors of Delaware corporations may adopt bylaws, which are binding on shareholders, requiring lawsuits over the internal affairs of a Delaware corporation to be brought in Delaware.…

SEC Conflict Minerals Rules Impact Many Public Companies


Andrew Ledbetter


Sanjay Shirodkar

The SEC recently issued new rules requiring various disclosures concerning “conflict minerals” that originate in the Democratic Republic of the Congo (DRC) or an adjoining country. 

After considering thousands of comments and conducting a public roundtable, the SEC adopted (by a narrow 3 – 2 vote) new rules and a new form relating to the use of conflict minerals.  The new rules apply to substantially all issuers that file reports under Section 13(a) or Section 15(d) of the Exchange Act and impose additional disclosure requirements on issuers that use conflict minerals in, or to produce, their products.  Because the rules apply broadly to public companies, they are also important for private companies with aspirations of becoming public.…

Mary Meeker – Interview and Profile

Mary Meeker 2.jpg

Eric Savitz of Forbes has a lengthy interview with Mary Meeker up on the site, a companion piece to his profile of Ms. Meeker in the August 6 print edition (which you can read online here).  In the interview, she talks about venture capital, her work investing a $1 billion tech growth fund for Kleiner Perkins (half of which has been deployed to date), the influential reports she produced as an early Internet analyst, and some of the companies that interest her now. …

Ten Tips for Navigating Defamation Issues in Social Media

Online and social media have revolutionized the way companies interact with their customers – allowing them to target customer interests and engage customers much more directly.

Entering into the world of social media, however, may pose reputational challenges. On-line stores and e-commerce platforms encourage customers to post reviews about the products they offer.…

Top 10 Reasons to Avoid Crowdfunding

In today's age of social media success stories, there is something superficially interesting about crowdfunding as a high-level idea. There has certainly been no shortage of attention to crowdfunding in the press and from business people. But in looking at the new JOBS Act exemption for crowdfunding, I see lots of reasons to avoid using it. While this list could be expanded - and will need to be revised as the SEC adopts rules to implement the new exemption - to get things started I offer up these ten reasons to avoid crowdfunding.

M&A Activity Projections; Life Science M&A Report

The Future of M&A, the mergermarket and Merrill DataSite report released earlier this month, reflects a strong expectation of increased merger activity in 2011 and 2012.  The technology, media, and telecom sectors are expected to see a significant increase in merger activity, along with energy/utilities. The report, based upon interviews conducted in the fourth quarter of 2010, also indicates a growing sense that the valuation gap between buyers and sellers is narrowing, along with more optimism regarding financing alternatives. 

Silicon Valley Bank has a new M&A report out as well, Private Life Science M&A Analysis: More Structured Deals and Quicker Exits in Biotech.  Reviewing M&A exits from 2005 through 2010, the report concludes that biotech companies have quicker exits and lower multiples versus medical device companies.  It also found that biotech exits are more frequently structured with some up-front payment and the remainder payable based upon achievement of later milestones.…