Photo of 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.

CB Insights has published summary data regarding Q2 2013 corporate venture capital investing, showing CVC investment in 126 deals with total funding of US$1.7 billion. This marks a large increase over the past two quarters (both at US$1.4B) and an even larger increase year-over-year (with Q2 2012 at US$1.2B).  The five most active CVC investors listed are: Google Ventures, Intel Capital, Qualcomm Ventures, In-Q-Tel and Novartis Venture Funds.  A full report is available to paid subscribers.

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Continue Reading Corporate Venture Capital – Big Second Quarter

The Q1 2013 Halo Report report has been released by The Angel Resource Institute (ARI), Silicon Valley Bank (SVB) and CB Insights.  The report, available for download here, is a a national survey of angel group investment activity.

Highlights of the Q113 report include the following:

  • Round sizes trended up to a median of $680K per deal, a 5 quarter high;
  • Pre-money valuations remained at $2.5 million; and
  • Internet, healthcare and mobile deals attracted the most angel interest (72% of Q1 deals, obtaining 64% of the angel

Continue Reading Angel Investment Trends: Q1 2013 Halo Report

CB Insights has published summary data regarding recent venture capital trends, together with a full report available to paid subscribers.  In terms of investments by VCs, the report indicates that US$7.0B was invested in 807 deals in the second quarter of 2013, representing a small increase in dollars invested (versus US$6.9B in first quarter) but a decrease in the number of deals of approximately 4%. The chart below shows quarterly dollars invested and deal volume going back to fourth quarter of 2010.  See the full release by CB Insights
Continue Reading Recent Venture Capital Trends: CB Insights Q2 2013 Data

Ban on General Solicitation Lifted with Respect to Accredited Investors

Today, the Securities and Exchange Commission (SEC) adopted new rules to lift the ban on general solicitation of funds or general advertising for certain private offerings of securities.  Once the rules become effective (60 days after publication in the Federal Register), provided that certain requirements are met, startups, fund managers and other companies will be able to utilize general advertising to offer to sell stock to “accredited investors” as defined in Rule 501 of Regulation D of the Securities Act of 1933 (typically wealthy individuals with liquid net worth in excess of $1 million or investment funds; see our discussion of the recently revised accredited investor standards here as well as information on the SEC’s site 

Continue Reading SEC Issues Rules Lifting Ban on General Solicitation in Unregistered Fundraising

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.

Courtesy of John Reed, a partner in DLA Piper’s Delaware office, here is a more detailed summary of the case.

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

Andrew Ledbetter

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


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.

The reporting requirements are based on a three-step analytic process, with each step building on the prior step.  Depending on the outcome of the three-step analytic process, an issuer may have to submit a report to the SEC that includes a description of the measures it took to exercise due diligence on the conflict mineral’s source and chain of custody. To facilitate the new disclosure required by the rules, the SEC has also adopted a new Form SD.

Continue Reading SEC Conflict Minerals Rules Impact Many Public Companies

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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.  She is someone who has
Continue Reading Mary Meeker – Interview and Profile

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. Numerous companies directly prompt their customers to “like” them on Facebook or to comment on Twitter about their consumer experiences. But what if the responses customers post are less than glowing? What if a company is the

Continue Reading Ten Tips for Navigating Defamation Issues in Social Media

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.

Continue Reading Top 10 Reasons to Avoid Crowdfunding