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I am a corporate and securities attorney who represents emerging growth companies and the investors who invest in such companies, and am the Chair of the Northwest Emerging Growth and Venture Capital Practice for DLA Piper. My practice focuses on securities offerings, mergers and acquisitions and general corporate law. My clients are individual entrepreneurs, early stage, venture-backed and public companies and venture capital investors. I have done numerous initial and secondary public offerings and hundreds of seed and venture financings. I enjoy helping startup companies navigate their way into successful enterprises.

By Trent Dykes, Ossie Ravid and Jennifer Tornow

Just a reminder to those who have Delaware corporations: your annual report and franchise tax payment are both due by March 1. At this point, you have likely already received from Delaware your notification of annual report and franchise tax due, which is sent to a corporation’s registered agent in December or January of each year. Delaware requires these reports to be filed electronically.

There are two methods that you can use to calculate the amount of Delaware franchise tax due
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By Trent Dykes, Ossie Ravid and Jennifer Tornow

Just a reminder to those who have Delaware corporations: your annual report and franchise tax payment are both due by March 1. At this point, you have likely already received from Delaware your notification of annual report and franchise tax due, which is sent to a corporation’s registered agent in December or January of each year. Delaware requires these reports to be filed electronically.

There are two methods that you can use to calculate the amount of Delaware franchise tax due for your corporation (the Authorized Shares Method and the Assumed Par Value Capital Method), which result in vastly different amounts due. The default payment amount listed on your notification is set by Delaware using the Authorized Shares Method, which will almost always result in a much higher amount due for startups with limited assets.
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Yesterday, the SEC issued an enforcement order regarding Munchee’s token offering and SEC Chairman Jay Clayton released a general public statement on cryptocurrencies and ICOs.  For those who previously read our post about the SEC’s report in the DAO, much of this might not be a surprise – although the SEC staff did answer the call of discussing so-called “utility tokens.”

The SEC action against Munchee is notable to us because Munchee had at least some argument that its tokens had utility. As quick background, the Munchee app is built around a crowd-sourced restaurant review concept.  The Munchee app was built before the token offering.  The Munchee tokens (MUN) were designed to function as an internal currency for “use in the Munchee app for rewards and interactions.”  Munchee had a somewhat polished white paper, replete with disclaimers and carefully avoiding terms such as “ICO” and “investors,” and a management and advisory team with relevant technical and industry experience.  For those of us working in this space, this fact pattern is familiar – and did not feel like the edge cases that had previously caught the ire of the SEC, such as a massive loss of investor capital or a recidivist promising 1,354% profit in less than 29 days.

So what takeaways can other potential token issuers glean from the Munchee order? How much “utility” is needed?
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Compliments of over 100 of our DLA Piper colleagues around the world, DLA Piper has launched Finance Rules of the World, which gives you answers to key legal questions that you may consider when initially looking at financing or investing in particular jurisdictions. The interactive Finance Rules of the World website lets you compare regimes across more than 35 jurisdictions in EMEA, Asia Pacific and the US in the areas of borrowing and lending; issuing and investing in debt securities; establishing, investing in, marketing and managing hedge funds and
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One of the more interesting phenomena in early-stage investing is the recent emergence of initial coin offerings (“ICOs”), token generation events (“TGEs”), or similar distributed ledger or blockchain-enabled means for raising capital. Much has been written, including by many skilled lawyers in the technology sector, about whether the tokens issued in these structures involve “securities” – and, frankly, some of it is unhelpful. Hungry for something that seems like crowdfunding, but that actually works to raise meaningful capital for promising technology initiatives, many in the technology space really want these
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Much has been written recently on blockchain, Bitcoin, Ethereum, cryptocurrencies and initial coin offerings (ICO). Unfortunately, for non-computer scientists (like me), trying to understand these concepts and their potential implications can be a bit overwhelming. To help all of those non-technologists trying to get their heads around blockchain, Bitcoin, Ethereum, cryptocurrencies and ICOs, I pulled together the following list of resources that I have found useful. As an attorney who represents startup and emerging growth companies, it seems likely that these technologies will prove to be disruptive to how we do business, build new technology, fund startups and even think about employment – much like the initial proliferation of the Internet. Let’s start with a brief overview of these technologies and how they relate to each other.
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Our private company clients often ask what kind of revenue or EBITDA multiple ranges they can expect upon a sale or when determining their enterprise value in connection with a financing. This is always a tricky question as value is driven by ever-changing supply and demand and then-current market conditions. Moreover, with yet-to-be-profitable startups, substantial value often lies with their IP, team and/or future prospects.  Accordingly, for a startup, the answer to this question is subjective at best. With that said, one of the better resources I have found for
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Below are three charts compliments of J.Thelander Consulting and PitchBook that illustrate the dilutive impact over time of venture funding on founder ownership levels. These charts are the result of J.Thelander Consulting’s venture-backed private company ownership survey – and divided by industry (biotechnology, medical device and technology). Read the full article here.

While these charts are directionally helpful, each company will of course have its own set of facts. In my experience, the main drivers of founder dilution are often:

  • the size of the founder team;
  • how long the


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Article prepared by and republished courtesy of our colleagues Evan Migdail and Steven Phillips; originally published here: https://www.dlapiper.com/en/us/insights/publications/2016/11/the-trump-tax-reform-plan/

As a result of the elections, the chances for the enactment of comprehensive tax reform are perhaps greater than at any time over the past decade. A great deal of work has already been done on tax reform in the Congress. What has been lacking is the political dynamic needed to make reform a reality.

President-elect Donald Trump and Congress may also consider a scenario whereby part of the tax reform could be used to pay for an infrastructure program to create greater domestic economic growth.

What follows are brief summaries of President-elect Trump’s tax proposals and the House Republican Tax Blueprint that is expected to be a possible starting point for the consideration of reform early in 2017. 
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Compliments of Jason Smith of Kidder Mathews, attached is a Seattle-area office real estate market review for Q1 2016. Here is a short summary:

  • General leasing activity improved significantly outside of the Seattle and Bellevue central business districts (CBDs), which had led the region coming out of the recession.
  • Regional first quarter absorption was just over 670,000 s.f., a bit off the 2015 pace, but well above the previous ten years; this left the regional vacancy at 7.87%.
  • Rental rates continue to move up at a steady but modest rate,


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