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Megan Muir

Earlier this summer, together with some of my partners within DLA Piper (Christopher Paci, Jason Harmon, Darryl Steinhause and Wesley Nissen), I wrote an article about new SEC regulations concerning private offerings. The final rules issued in July 2013 by the SEC go into effect on September 23, 2013. Below is a summary of the changes with respect to the disqualification of certain “bad actors” in connection with private offerings.  Also, attached is a sample Rule 506 Covered Person Questionnaire seeking information about potentially disqualified individuals and entities. The full article also contains a discussion of new rules allowing general solicitation in certain private fundraising as well as a discussion of certain proposed private offering rule changes that are not yet final. That piece may be found here.

The Dodd-Frank Act, enacted in 2010, required the SEC to adopt rules to prohibit use of the Rule 506 exemptions under Regulation D for securities offerings in which certain “bad actors” are involved, whether or not general solicitation or general advertising are used in the offering. Rule 506 is the exemption from registration requirements used in many private offerings, including most startup financings. To fulfill this Dodd-Frank requirement, the SEC has adopted rules that disqualify an issuer from selling securities in reliance upon the Rule 506 exemption if the issuer, its board members, certain of its officers and its large shareholders, among others covered by the rule, have experienced a “disqualifying event.” This is similar to existing bad actor rules, such as those found in Rule 505 of Regulation D, which relies on the disqualification provisions set forth in Rule 262 of Regulation A.

Disqualifying events include criminal convictions in connection with sales of securities, certain SEC civil and administrative actions and certain other orders from financial service industry regulatory authorities. If the issuer or other covered person is deemed a bad actor under this rule, the Rule 506 exemption will not be available to the issuer.

Continue Reading New SEC Rules Disqualifying “Bad Actors” in Private Fundraising

Megan Muir.jpgCONTRIBUTED BY
Megan Muir

Earlier this summer, together with some of my partners within DLA Piper (Christopher Paci, Jason Harmon, Darryl Steinhause and Wesley Nissen), I wrote an article about new SEC regulations concerning private offerings. The final rules issued in July 2013 by the SEC go into effect on September 23, 2013. Below is a summary of the changes with respect to general solicitation in such rules. The full article contains a discussion of other regulatory issues that should be considered and new “bad actor” rules, as well as a discussion of certain proposed private offering rule changes that are not yet final. That piece may be found here.

On July 10, 2013 the US Securities and Exchange Commission adopted much-anticipated amendments to its regulations on private offerings under Rule 506 of Regulation D of the Securities Act of 1933, as amended, that lift the more than 80-year ban on general solicitation and advertising for certain purchasers, as mandated by Section 201(a) of the Jumpstart Our Business Startups Act (popularly called the JOBS Act).

Beginning September 23, 2013, these changes will permit issuers to use advertising and other forms of mass communication to sell securities solely to “accredited investors” under Rule 506 of Regulation D. However, these amendments also include several new requirements and procedures. You will want to be aware of these changes before you launch a general solicitation campaign.

Continue Reading New SEC General Solicitation Rules Go Into Effect

Employers facing the challenge of deciding how to comply with the Affordable Care Act’s January 1, 2014 health insurance mandate have received a reprieve.

Under the mandate, employers with 50 or more full-time equivalent employees must provide their full-time employees with a minimum level of health insurance or face fines. Companies close to the 50 full-time equivalent employee threshold have been facing especially tough choices this year.

On July 2, the Treasury department announced it would delay the implementation of the employer mandate one year, to January 1, 2015.

Read…
Continue Reading Affordable Care Act Employer Mandate Delayed

Congratulations to Vanessa Fox, one of the Women in Tech we’ve profiled in the past.  Vanessa has joined forces with RKG, a search and digital marketing agency, combining her enterprise-level search analytics platform with the fast growing agency.  Some of the press around the deal can be found on Geekwire, Business Wire and RKG’s Blog.
Continue Reading Vanessa Fox and Nine by Blue Join RKG

The 2013 Private Equity Survey of McGladrey, done by the research unit of SourceMedia, indicates growth and optimism in the PE sector although the funds remain cautious about the broader economy.

Some findings of the 2013 survey:

  • Funds see “management capabilities and effective strategy and execution as primary drivers of successful portfolios.”
  • Outdated IT systems, under-qualified IT personnel and inadequate infrastructure become apparent following acquisitions, often impacting critical areas of the business.
  • Active integration leadership and experienced team members are important to success.
  • Firms frequently find weaknesses in

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Continue Reading 2013 Private Equity Survey Indicates Cautious Optimism

Investor and serial entrepreneur Jonathan Sposato has seen enough startup pitches in his day to know what he likes. In this Geekwire post from earlier this year, he shares his three favorite things to hear from founders seeking an investment. One key piece of advice from Joanathan that is simple and straightforward: your investors want to know their money is going to be put to good use.

With that in mind, he advises founders to “speak provocatively and ambitiously about their concept,” to share names of other well-respected investors who…
Continue Reading Pitching Angel Investors: Advice from Jonathan Sposato

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Megan Muir
@megan_muir

Q&A: Why this former Microsoft exec wanted to become a venture capitalist  Ted Kummert announced on February 5th that he would be leaving his longtime position as a Microsoft executive to take a new role at venture capital firm, Madrona Venture Group. In this Q&A with John Cook of Geekwire, he answers questions about his experience and what caused him to take the leap into VC. “I…look forward to spending time, more broadly, across the Madrona portfolio of companies. I don’t tend to…
Continue Reading From MSFT to VC: Ted Kummert

As we previously blogged, in June 2012 the SEC adopted final rules directing national securities exchanges to establish listing standards relating to compensation committees.  The NYSE and Nasdaq have now done so.

Our colleagues Christopher C. Paci, Jason C. Harmon, Joe C. Sorenson, and Christopher B. Edwards have prepared the following summary of these new listing rules.

Continue Reading New NYSE and Nasdaq Compensation Committee Listing Standards

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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

Megan Muir.jpgCONTRIBUTED BY
Megan Muir
@megan_muir

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Jenny Lam is a co-founder of Jackson Fish Market, a small software startup focused on making beautiful software experiences. The company has shipped over 20 software products in the past 5 years. Their latest product is A Story Before Bed – the first (and only) service that lets parents, grandparents, and children record video of themselves reading children’s books and play it back as often as they like on the Mac, PC, or iPad.

Before Jackson Fish Market, Jenny worked at Microsoft from 2001–2007 as Creative Director of the Windows User Experience team. When she isn’t running her startup, she serves on the board as Experience Director of the AIGA Seattle chapter (the professional association for design) and works with national and local organizations to foster the next generation of creative design talent headed for the tech industry. She was named one of the Top 100 Most Influential Women in Technology by the Puget Sound Business Journal and was awarded Seattle 2.0 Best Startup Designer in 2010.  You can follow Jenny on Twitter (@helveticagirl).

In this piece, Jenny answers our questions about her work, how she wound up doing what she does so well and her thoughts about women in tech.Continue Reading Women in Tech: Jenny Lam, Award Winning Designer