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CB Insights has published summary data regarding Q2 2013 corporate venture capital investing, showing CVC investment in 126 deals with total funding of US$1.7 billion. This marks a large increase over the past two quarters (both at US$1.4B) and an even larger increase year-over-year (with Q2 2012 at US$1.2B).  The five most active CVC investors listed are: Google Ventures, Intel Capital, Qualcomm Ventures, In-Q-Tel and Novartis Venture Funds.  A full report is available to paid subscribers.

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Continue Reading Corporate Venture Capital – Big Second Quarter

Compliments of Jason Smith of Kidder Mathews, attached is a Seattle-area office real estate market review for Q2 2013. As the report notes, the second quarter of 2013 continued the trends of the first quarter, although, while leasing continued, absorption activity was slower. Some large leases were inked, including State Farm taking 300,000 s.f in downtown Tacoma and Amazon snapping up Metropolitan Park North, recently vacated by Nordstrom, as the two largest. The region’s quarterly net absorption was 244,161 s.f., with another loss in the suburbs of the Eastside market. The region’s vacancy rate increased slightly to 10.46% from 10.31% last quarter. In general the activity was not sufficient to create much movement in rental rates, but they continue to firm up in the central business districts (CBDs).Continue Reading Seattle Office Real Estate Market Review for Q2 2013

Ban on General Solicitation Lifted with Respect to Accredited Investors

Today, the Securities and Exchange Commission (SEC) adopted new rules to lift the ban on general solicitation of funds or general advertising for certain private offerings of securities.  Once the rules become effective (60 days after publication in the Federal Register), provided that certain requirements are met, startups, fund managers and other companies will be able to utilize general advertising to offer to sell stock to “accredited investors” as defined in Rule 501 of Regulation D of the Securities Act of 1933 (typically wealthy individuals with liquid net worth in excess of $1 million or investment funds; see our discussion of the recently revised accredited investor standards here as well as information on the SEC’s site http://www.sec.gov/answers/accred.htm). Continue Reading SEC Issues Rules Lifting Ban on General Solicitation in Unregistered Fundraising

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

A_Ledbetter_LR.jpgCONTRIBUTED BY
Andrew Ledbetter
andrew.ledbetter@dlapiper.com

We have previously blogged about corporations adding forum-selection provisions to their bylaws (or other governing documents) to require that stockholder derivative and other intra-corporate lawsuits be filed only in Delaware.  Quelling concerns about the enforceability of adopting such provisions without stockholder approval, earlier this week the Delaware Court of Chancery held that the boards of directors of Delaware corporations may adopt bylaws, which are binding on shareholders, requiring lawsuits over the internal affairs of a Delaware corporation to be brought in Delaware.

Courtesy of John Reed, a partner in DLA Piper’s Delaware office, here is a more detailed summary of the case.Continue Reading Delaware Court Upholds Board’s Authority To Adopt Exclusive Forum Bylaws

Article prepared by and republished courtesy of our colleague Vinny Sanchez; originally published here: http://www.dlapiper.com/corporate-governance-also-means-protecting-your-technology-and-information/.

Not a day passes without news of a data breach or cyber-attack on a company’s operations or a nation’s critical information infrastructure. Indeed, data security and operational risk are the top two concerns of public company directors and general counsel, according to the 2012 Law and the Boardroom Study conducted by FTI Consulting, Inc. and Corporate Board Member. Disaster recovery, e-discovery and company reputation also rank high among top issues keeping directors and GCs up at night.

Today, company operations and shareholder value depend more than ever on the successful acquisition, implementation and operation of technology. Online interactions with customers have created the expectation that companies will be continuously open for business. Viruses, worms, spoofing and cyberwars cannot stop this expectation, and the consequences of failing to be available online 24/7 harm a company’s reputation and, ultimately, its value.

Even the SEC has weighed in on the materiality of these risks, proffering guidelines as to when public companies should disclose information regarding cyberattacks. The White House and Congress continue debating how they will influence the private sector’s approach to protecting the critical information infrastructure, and an Executive Order addressing cybersecurity issued in February this year will likely affect almost every company, public or private.

Yet a cursory review of public company boards shows that few have actually formalized oversight of the technology and information challenges their companies face. A McKinsey study suggests that corporate directors are evenly split between those who believe these topics receive insufficient attention in the boardroom and those who believe the attention is “about right.” The study suggests that having at least one tech-savvy board member “significantly affected strategic initiatives or direction to address technology-based threats and opportunities.”Continue Reading Corporate governance also means protecting your technology and information

Article prepared by and republished courtesy of our colleagues in the Intellectual Property and Technology practice group of DLA Piper; originally published here: http://www.dlapiper.com/obama-moves-to-curb-patent-trolls/.

President Barack Obama has announced a new executive and legislative initiative aimed at curbing patent infringement suits by “patent trolls,” who generate revenue through extortionate litigation, not real innovation.Continue Reading Obama Moves to Curb Patent Trolls

This article is appearing simultaneously on The Venture Alley and on Startup Law Blog. 

The below flowchart may be helpful to you in answering the question whether you qualify for the exemption for “venture capital funds” under Section 203(l) of the Investment Adviser’s Act of 1940 ( the “Advisers Act”), pursuant to the final rules promulgated by the SEC.1  In all cases you should consult with an attorney.  For more detailed information regarding the federal exemption, check here.  Note that the Washington State Department of Financial Institutions (DFI) has proposed rules that are going to require many fund managers to register with the State as investment advisors.  We plan to prepare a separate flowchart to help you understand those rules once they are finalized.Continue Reading “Venture Capital Fund” Flowchart for Exemption Under the Investment Advisers Act of 1940

As readers of this blog know, Washington State is proposing new rules that will require more fund managers to become registered investment advisers.  These rules were originally proposed in the second half of last year and, in response to preliminary comments, the Securities Division of the Washington State Department of Financial Institutions (DFI) proposed new rules for comment by May 21, 2013.  Quoting from the DFI’s Notice to Interested Parties dated March 27, 2013:

In August 2012, the Securities Division circulated an early draft of rule amendments to the interested parties list. We also conducted a small business economic impact survey. In response to comments received from interested persons, and in response to the results of the small business economic impact survey, the Securities Division made certain changes to the proposed rules compared to the earlier draft…

The Securities Law Committee of the Business Law Section of the Washington State Bar Association, representing attorneys practicing in this area throughout Washington State, submitted formal comments to the DFI’s request.  Their comment letter is included below.  Full disclosure, I’m not a member of the Committee, but they asked me to help them in drafting their formal response with respect to how the rules relate to private fund advisers.Continue Reading Comment Letter Response to Washington State’s Plans to Regulate More Fund Managers

Article prepared by and republished courtesy of our colleagues in the White Collar, Corporate Crime and Investigations practice group of DLA Piper; originally published here: http://www.dlapiper.com/investigative-crises-surviving-until-help-arrives-05-02-2013/.

The first minutes and hours after the government executes a search warrant, serves a subpoena, or otherwise lets you know you’re under investigation can be critical in determining the investigation’s eventual outcome. A company’s immediate response may make the difference between an investigation that goes nowhere and one that leads to the company’s demise.

This handbook outlines the key do’s and don’ts for company executives and in-house counsel during the initial period before counsel arrives. It covers in the most basic terms what to do when:

  • The government executes a search warrant, either at corporate headquarters or a corporate facility.
  • The government serves a grand jury or administrative subpoena requiring production of vast quantities of documents in a very short time.
  • Government agents appear at a company’s manufacturing or other facility and start interviewing low-level employees.
  • Company counsel learns that government agents have been contacting employees at home in order to interview them or serve grand jury subpoenas.
  • Government agents show up unannounced at company headquarters and ask that a company executive speak with them “voluntarily.”
  • A government contracting officer shows up at an otherwise routine audit with a small army of other government agents.
  • OSHA agents arrive at a company facility immediately after an employee is seriously injured or killed in an explosion or industrial accident.
  • A news reporter calls with questions about an allegedly nefarious company practice, drawing on information received from a whistleblower.

Continue Reading Investigative Crises: Surviving Until Help Arrives