We have previously blogged about the SEC’s July 2013 rule change that disqualifies certain “bad actors” from using Rule 506. Thankfully, Rule 506 permits the SEC to determine, upon a showing of good cause, that it is not necessary under the circumstances to deny availability of Rule 506. The SEC has recently issued a policy statement explaining how it will evaluate whether a party seeking a waiver has shown good cause that it is not necessary under the circumstances that the exemptions be denied.

Background

Other securities offering exemptions, including Rule 505 and Regulation A, have had bad actor disqualifications for many years, and the SEC has also had the authority to grant waivers under these exemptions using a similar “good cause” standard. In fact, based on this interesting article from Urska Velikonja, the SEC granted waivers nearly 200 times between July 2003 and December 2014. However, because Rule 506 is so much more widely used in mainstream private securities offerings, significant attention to waivers of bad actor disqualifications emerged as the first waivers were granted under Rule 506 (such as those granted to Oppenheimer and H.D. Vest). The attention to the issue culminated in several SEC commissioners publicly expressing diverging views about the proper use of waivers, including in speeches by SEC Commissioners Daniel Gallagher, Kara Stein and Michael Piwowar and SEC Chair Mary Jo White. This ultimately led to the SEC issuing its recent policy statement to bring consistency to how such waivers are granted, whether under Regulation A, Rule 505 or Rule 506.
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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
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Contributed by our colleague Mark Radcliffe

2014 was a great year for startups seeking funding.  Two of the leading reporting companies, PitchBook and CB Insights, report similar trends (both of these reports focus on funding by traditional financial venture capitalists and corporate venture capitalists, but the numbers differ because PitchBook also includes some angel investments). The key points are:

1.  Significant Increase in the Amount of Funding:  The funding in 2014 increased dramatically from 2013: according to PitchBook,  funding increased almost $20 billion from $39.4 billion to $59 billion
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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
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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
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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
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The SEC has recently issued interpretations regarding Rule 147.  This rule provides a safe harbor under Section 3(a)(11) of the Securities Act of 1933, as amended, which exempts from federal registration securities offered and sold only to persons resident within a single state or territory, in which the issuer is also resident.  While the exemption is a relatively simple idea at a high level, there can often be challenges in applying it, such as determining where a company resides or where an offer occurs.  Rule 147 provides bright line
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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
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The Q1 2014 Halo Report has been released by the Angel Resource Institute, Silicon Valley Bank and CB Insights. The Halo Report analyzes angel investment activity and trends in the United States. Here are a couple interesting Q1 2014 highlights:

  • The median angel round size jump to $980K (up from $750K in each of Q1 and Q4 2013);
  • The median round size was $1.65M when angel groups co-invest with other types of investors;
  • The median seed stage pre-money valuation increased slightly to $2.7M;
  • Angel groups continue to


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CB Insights recently released its Pacific Northwest Investment and Exit Report, which analyzed private company investment and exit activity over the past five years. The report collected data from all activity sources, including venture capital, private equity, strategic corporate investments, corporate venture investors, angels, incubators and accelerators. Here are a few highlights from the report:

  • Since 2009, the number of deals closed per year has increased 144% (195 deals in 2009 vs. 475 deals in 2013), with the total annual investment amount increasing 81% ($780 million dollars invested in


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