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Getting up to speed on blockchain, Bitcoin, Ethereum, cryptocurrencies and ICOs

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.…

New IRS Proposed Regulations Eliminate Valuation Discounts: Planning Likely Required before the End of 2016

Article prepared by and republished courtesy of our DLA Piper Trusts and Estates colleagues.

Earlier this month, the US Treasury issued proposed regulations that, if finalized, will significantly increase the transfer tax cost of transferring interests in family-controlled entities to other family members, both during lifetime and upon death.…

“Qualified Client” Threshold Increasing to $2.1M

The SEC has updated the net worth threshold for “qualified clients” from $2.0 million to $2.1 million, effective August 15, 2016.

Section 205 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) generally prohibits a registered investment adviser from entering into an advisory contract that provides for compensation to the adviser on the basis of a share of capital gains upon or capital appreciation of funds of an advisory client. …

Equity Compensation Alphabet Soup – ISO, NSO, RSA, RSU and more

Perkins, Rachel_Headshot.jpgCONTRIBUTED BY
Rachel M. Perkins
rachel.perkins@dlapiper.com

Startups and public companies alike often use equity to help attract, retain and incentivize talented employees and other service providers. The different forms of awards have proliferated in the past several years, though, leading to a confusing “alphabet soup” of jargon that often frustrates both the recipients of grants and the company itself.…

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.…

Cayman Islands Revise Exempted Limited Partnership Law and Pass New Legislation Allowing Enforcement of Contracts by Third Party Beneficiaries

Earlier this month the Cayman Islands passed new legislation revising its existing Exempted Limited Partnership Law.  The new legislation, the Exempted Limited Partnership Law 2014, replaces the existing legislation in its entirety and has a primary objective of providing Cayman Islands partnerships with more flexibility in a number of areas and generally bringing Cayman Islands law into closer conformity with existing laws in more familiar jursidictions such as Delaware. …

Bitcoin is property, not currency, IRS says – Notice leaves many open questions about convertible virtual currencies

Article prepared by and republished courtesy of our colleagues Joseph Langhirt, David Plewa and Michael Greenberg; originally published here: http://www.dlapiper.com/en/us/insights/publications/2014/04/bitcoin-is-property-not-currency/.

The Internal Revenue Service has joined several other jurisdictions in publishing guidance regarding the income tax consequences of certain convertible virtual currency transactions.…

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.…

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. …

Tax planning for year-end; expiration of the 100% tax exemption for gain on QSBS

Just a reminder that the temporary 100% exclusion for Federal capital gains tax on the sale of “qualified small business stock” (“QSBS”), under Section 1202 of the IRS regulations, is set to expire at the end of calendar year 2013.

The QSBS tax exemption was originally enacted to incentivize investment in certain small businesses by providing (non-corporate) investors the opportunity to exclude all or a portion of their gains from Federal capital gains tax in certain circumstances.…

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.…

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.…

“Venture Capital Fund” Flowchart for Exemption Under the Investment Advisers Act of 1940

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.…

Comment Letter Response to Washington State’s Plans to Regulate More Fund Managers

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. …

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