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Franchise tax due by March 1 (a Sunday!) for Delaware corporations: two methods of calculation, two vastly different results

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.…

Recent SEC Interpretations Facilitate Intrastate Crowdfunding

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. …

Take the Technology Leaders Forecast Survey

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.…

Angel Investment Trends: Q1 2014 Halo Report

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 primarily invest within their home state, with 75% of angel group investments made intrastate;
  • California was the most active region for angel deals completed (at 17.7% of the total deals), however, the Great Lakes region accounted for the most total dollars invested (at 24.6% of total dollars invested); and
  • The top three industry sectors attracting angel investment were Internet, healthcare and mobile, both in number of deals and total dollars invested – with the Internet sector accounting for the most deals and total dollars by a significant margin.

Pacific Northwest Investment and Exit Report

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.…

You think your merger is too small for antitrust laws to apply…think again: Top 10 tips in non-reportable transactions

Article prepared by and republished courtesy of our colleagues Steven Levitsky and Paolo Morante; originally published here: http://www.dlapiper.com/en/us/insights/publications/2014/05/merger-enforcement-actions-below-the-hsr-threshold/.

“Less is more” may be true in architecture, but in merger clearance law, “less” is still enough to trigger antitrust investigations and litigation and rescission of the whole transaction.…

Reducing startup brain damage: Delaware moves to further streamline corporate processes for emerging companies

Batts, Ed_Headshot.jpgCONTRIBUTED BY
Ed Batts
ed.batts@dlapiper.com

Proposed amendments to the Delaware General Corporations Law (DGCL) for 2014 aim to significantly streamline routine questions that often prove vexing for emerging growth companies and newly formed subsidiaries of larger companies.

It is a fact of life that people leave jobs. …

Angel investment trends; 2013 year in review

Today the Angel Resource Institute, Silicon Valley Bank and CB Insights released their angel group 2013 year in review, the Halo Report. The Halo Report analyzes angel investment activity and trends in the United States. Here are a couple interesting 2013 highlights:

  • The median angel round size remained steady over the last three years at $600K;
  • The median angel round size for 2013 was $1.7M when angel groups co-invest with other types of investors, which was an increase over the median 2012 round size of $1.5M;
  • The median pre-money valuation for early stage angel group deals in 2013 was $2.5M, which was consistent with 2012 median valuations although 2013 saw more high-valuation deals close than 2012;
  • Together, Internet, healthcare and mobile companies comprised 74% of angel group deals and 79% of angel group dollars, a significant increase from the prior year;
  • The median angel round size for healthcare deals jumped to $1.6M in 2013 (from $1.1M in 2012), which was the largest increase by sector; and
  • As with prior years, California was the most active region for angel deals, both in number of deals (18.6%) and total dollars invested (19.6%).

Major U.S. tax reform plan unveiled today – key points

Article prepared by and republished courtesy of our colleagues Evan M. Migdail and Bruce Thompson; originally published here: http://www.dlapiper.com/camp-unveils-major-tax-reform-plan-today/.

House Ways and Means Committee Chairman Dave Camp (R-Michigan) today unveiled his comprehensive tax reform proposal. Released as draft legislation, the Camp proposal calls for the most fundamental reform of the tax code in 27 years.…

Interactive 2014 Data Protection Laws of the World Handbook

Compliments of our DLA Piper colleagues in the data protection and privacy practice, and co-editors Kate Lucente and Paul McCormack, here is the DLA Piper 2014 Data Protection Laws of the World Handbook.  This new online edition of the handbook offers a high-level snapshot of selected features of international laws as they currently stand in 72 jurisdictions across the world. …

Franchise tax due on or before March 1 for Delaware corporations: two methods of calculation, two vastly different results

Just a reminder to those who have Delaware corporations, your annual report and franchise tax payment are both due on or before March 1 (which falls on a Saturday this year). 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.…

Employers: 2014 Deadlines to Furnish ISO and ESPP Information Statements and Returns

Employers, from startups to public companies, need to be aware of the following requirements and take action by January 31st if they apply.  Section 6039 of the Internal Revenue Code requires a corporation to furnish a written statement to any employee or former employee who either (i) exercised an incentive stock option within the meaning of Section 422 of the Code (ISO) during 2013 or (ii) during 2013 first transferred legal title to shares acquired under the corporation’s employee stock purchase plan within the meaning of Section 423 of the Code (ESPP).…

SEC Provides Interpretations on Rule 506(c)

As we’ve previously blogged, in July 2013 the SEC adopted rules that permit general solicitation and general advertising in connection with certain offerings of securities to accredited investors.  Yesterday, to help the markets understand some common interpretative questions associated with these new rules, the SEC issued several new Compliance and Disclosure Interpretations. …

Overview of Proposed SEC Crowdfunding Rules

CONTRIBUTED BY Trent Dykes and Nathan Luce

Earlier today, the Securities and Exchange Commission (SEC) took an important step in making securities-based crowdfunding a reality for many small companies with the release of its proposed rules governing crowdfunding. The proposed rules, called “Regulation Crowdfunding,” were drafted in connection with Title III of the JOBS Act.…

What you should know about FDA regulation of mobile medical apps

Article prepared by and republished courtesy of our colleagues Mary Langowski, Rebecca Jones McKnight, Kristen Ratcliff and So-Eun Lee; originally published here: http://www.dlapiper.com/offering-health-care-solutions-at-consumers-fingertips-what-you-should-know-about-fda-regulation-of-mobile-medical-apps/.

Over two years after the Food and Drug Administration issued draft guidance on “mobile medical applications,” the agency recently issued its greatly anticipated final guidance.…

Shutdown likely to drag on as issues grow more complicated

Article prepared by and republished courtesy of our colleagues Evan M. Migdail and Steven R. Phillips; originally published here: http://www.dlapiper.com/shutdown-likely-to-drag-on-as-issues-grow-more-complicated/.

The federal government shutdown, now in its fourth day, appears likely to continue a while longer as the list of issues under discussion between the President and Congressional leaders, and within the Congress, becomes longer and more complex.…

Demo Days, Pitch Events and the New Reg D

CONTRIBUTED BY
Trent Dykes, Megan Muir and Kiran Lingam (guest contributor from SeedInvest)

I. Introduction / Background

With the passage of the JOBS Act, the regulation governing most private securities offerings is undergoing a dramatic makeover. Congress tasked the Securities and Exchange Commission (SEC) with developing new rules allowing companies to generally solicit funds, subject to restrictions as determined by the SEC.…

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.…

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