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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.

PitchBook recently released its 1H 2015 VC Valuations and Trends Report that breaks down over 20,000 valuations of private company financings and exits over the past 10 years. The report shows continued increase in median U.S. venture-backed company valuation across stage of investment. Not surprising, PitchBook’s conclusion is that Series Seed is the new Series A, Series A is the new Series B, and Series B is the new Series C – noting that while this is not a new finding by any means, PitchBook has more data to support
Continue Reading Series Seed is the new Series A; VC-backed company valuations continue to rise

Compliments of our DLA Piper colleagues in the data protection and privacy practice, and co-editors Kate Lucente and John Townsend, here is the DLA Piper 2015 Data Protection Laws of the World Handbook. This updated 2015 online edition of the handbook offers a high-level snapshot of selected features of international laws as they currently stand in 77 jurisdictions across the world. For example, here is a heat map that provides a visual representation of the privacy challenges faced in certain jurisdictions.

Here is a .pdf of the full 421-page
Continue Reading Interactive 2015 Data Protection Laws of the World Handbook

Just a reminder to those who have Delaware corporations, your annual report and franchise tax payment are both due by March 1 (which falls on a Sunday this year so plan accordingly). 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.

As you will notice, there are two methods that you can use to calculate the amount of Delaware franchise tax due for your corporation (i.e., 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 method will almost always result in a much high amount due for startups with limited assets. The minimum franchise tax is $175 (increased from $75 on July 1, 2014) and the maximum franchise tax is $180,000.

Franchise taxes are generally due in arrears for the prior calendar year. However, note that Delaware requires corporations owing $5,000 or more for the prior year to make estimated payments for the current (going-forward) year’s franchise tax with 40% due June 1, 20% due by September 1, 20% due by December 1, and the remainder due March 1.

Here are some examples showing how the different methods can dramatically impact the amount of Delaware franchise tax due:
Continue Reading Franchise tax due by March 1 (a Sunday!) for Delaware corporations: two methods of calculation, two vastly different results

PitchBook just released its recap of 2014 venture capital trends by region, focusing on the most active regions and presenting the information in infographic form. Each infographic can be found here: Bay Area, Pacific Northwest, New York metro and Europe. Below is also a quick summary of the highlights by region:

Bay Area:

  • The median pre-money valuation for 2014 was $28.2m (up from $18.3m for 2013).
  • The most active sector (by both deal count and capital invested), by a wide margin, was information technology.
  • The region


Continue Reading Recap of 2014 Venture Capital Trends by Region

Article prepared by and republished courtesy of our employment colleagues, including the Chair of DLA Piper’s US Employment Group, Michael J. Sheehan; originally published here: https://www.dlapiper.com/en/us/insights/publications/2014/12/are-you-a-joint-employer/

Think supply chain. Think franchisor. Think private equity. For all these types of businesses, the rules of the game are changing.

For a host of reasons – among them cost, efficiency, liability and risk management – many large companies have separated from the work force that performs the tasks associated with the end-delivery of their products or services. Before, under established rules defining who is the employer for purposes of application of labor and employment laws, such companies could safely shield themselves from employer obligations. That is not so today. Today, this model is under attack.

How did this change?

The National Labor Relations Board, the US Department of Labor, the Equal Employment Opportunity Commission, various other federal and state agencies and, of course, a robust and invigorated plaintiff’s class action bar are advocating a liberalized definition of “joint employer.” The thinking behind this shift can be captured in this question raised by Professor David Weil, now the Administrator of the US Department of Labor, Wage and Hour Division:

Are there ways to allow the beneficial aspects of business models built on adherence to quality and consumer service standards to also assure that they meet their obligations under the law to employees?

It is a loaded question and one that, today, points the barrel squarely at many companies.
Continue Reading Are you a joint employer?

Article prepared by and republished courtesy of our colleagues Evan Migdail, Bruce Thompson and Linda Pfatteicher; originally published here: http://www.dlapiper.com/en/us/insights/publications/2014/11/tax-reform-after-the-mid-terms/.

While some aspects of the agenda for the incoming Republican-controlled 114th Congress are still in formulation, there is no question that tax reform will be a top priority.

Both the expected new Senate Majority Leader Mitch McConnell (R-Kentucky) and House Speaker John Boehner (R-Ohio) have repeatedly stated that tax reform is a fundamental part of their promise to move the country in a new direction. Also, in
Continue Reading Tax reform after the mid-terms: Why we can expect Congress to act

Contributed by Jeffrey A. Showalter

Most large venture deals require that the Company’s outside legal counsel issue a customary legal opinion, addressed to the investors in the financing, in order to give the investors comfort that the company’s legal affairs are in order. For companies that have been represented since formation by large regional or national counsel with venture capital experience, this requirement generally is not overly burdensome. However, where counsel has not represented the company since formation or is unfamiliar with VC deals, the legal opinion can become an
Continue Reading Why do VCs require legal opinions in venture deals?

Thank you to all who participated in the Technology Leaders Forecast Survey that we posted last month. As posted earlier, on October 7, DLA Piper hosted its 2014 Global Technology Leaders Summit, where technology leaders, influential innovators and policymakers convened to discuss the future of innovation. In connection with the Summit, DLA Piper released the results of the survey, which was developed with PitchBook. The results concluded that: “With a thriving tech economy, ballooning valuations and an IPO market humming at a level unseen since the dot-com
Continue Reading 2014 Technology Leaders Forecast Survey Results Released

On October 7, DLA Piper will host the Technology Leaders Summit, where technology leaders, influential innovators and policymakers convene to discuss the future of innovation. At the Summit, DLA Piper will release the results of its fourth, semi-annual Technology Leaders Forecast Survey, which will gauge the perspectives of leading technology and venture capital executives regarding the business climate and operating environment for technology companies.

We invite you to participate in the survey (on or before September 22).  In appreciation, respondents will receive a copy of the final report
Continue Reading Take the Technology Leaders Forecast Survey

Over the past few years, a new funding source for seed stage startups has developed and quickly become an integral part of the startup ecosystem.  This newer brand of investor is typically labeled a seed venture or micro-venture capital fund (a Micro-VC).

Micro-VCs are smaller venture firms that primarily invest in seed stage emerging growth companies, often have a fund size of <$50M and typically invest between $25K to $500K in a given company.  While many Micro-VCs are managed by former venture capitalists, former entrepreneurs and/or super angels, many larger
Continue Reading What is Micro-Venture Capital?