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.  This prohibition on “performance-based fees” prohibits compensation arrangements commonly used in fund vehicles, such as “carry”
Continue Reading “Qualified Client” Threshold Increasing to $2.1M

From our colleagues Edward J. Johnsen, Wesley G. Nissen, David A. Goldstein, Jay Coogan and Robert B. Weiss

The Securities and Exchange Commission has announced that a private equity fund advisory firm and its owner have agreed to pay more than $3.1 million to settle charges that include engaging in brokerage activity and charging transaction-based fees without registering as a broker-dealer. In so doing, the SEC appears to have rekindled the fire under a long-simmering issue regarding the kinds of services that private fund advisers can provide
Continue Reading SEC Sanctions Private Equity Fund Adviser For Acting As An Unregistered Broker

On May 11, President Barack Obama today signed the Defend Trade Secrets Act (DTSA) into law.  The law is effective immediately.  The DTSA provides a federal claim for misappropriation of trade secrets. Until now, trade secrets have been protected only at the state level, with most states (other than New York and Massachusetts) adopting their own version of the Uniform Trade Secrets Act (UTSA).

You can read more about the details of the new law here in an overview by our colleagues Victoria Lee, Rajiv Dharnidharka and Katherine Cheung
Continue Reading Employee and Other Proprietary Information & Invention Assignment Agreements – Update for New Trade Secret Law

Compliments of Jason Smith of Kidder Mathews, attached is a Seattle-area office real estate market review for Q1 2016. Here is a short summary:

  • General leasing activity improved significantly outside of the Seattle and Bellevue central business districts (CBDs), which had led the region coming out of the recession.
  • Regional first quarter absorption was just over 670,000 s.f., a bit off the 2015 pace, but well above the previous ten years; this left the regional vacancy at 7.87%.
  • Rental rates continue to move up at a steady but modest rate,


Continue Reading Seattle Office Real Estate Market Review for Q1 2016

Today, April 14, 2016, the EU Parliament adopted the long awaited General Data Protection Regulation (GDPR). The Regulation will have a considerable impact on all organizations based in the European Union that process personal data, but also on organizations based outside of Europe providing services to the European market. The GDPR contains many key changes, among them a single set of rules applicable across all member states, stricter requirements for transparency and consent, and tougher enforcement. Non-EU companies whose businesses target EU countries will also be subject to the Regulation.
Continue Reading EUROPEAN GENERAL DATA PROTECTION REGULATION ADOPTED – ARE YOU READY?

Article prepared by and republished courtesy of our colleague Matthew Grosack; originally published here: https://www.dlapiper.com/en/us/insights/publications/2016/03/commercial-use-of-drones/.

The varying commercial applications of unmanned aerial systems (UAS) – more commonly referred to as drones – across multiple industries poses a number of opportunities and challenges for companies both big and small.

On the one hand, UAS will give companies access to unprecedented insight and analytics into business operations and provide customers with new and potentially cost-effective commercial services. On the other hand, the commercial use of UAS is currently subject to regulatory scrutiny at both the federal and state levels, increasing liability exposure for prohibited uses or unauthorized operations.

As this technology becomes more mainstream and companies incorporate UAS into day-to-day business operations, it is important to consider the fluid and changing legal and regulatory framework governing what is and is not permitted.
Continue Reading Commercial use of drones: what is allowed? What is not? FAA, Congress and the states are weighing in

The 2015 Annual Halo Report has been released by The Angel Resource Institute at Willamette University (ARI) and PitchBook.  The Halo Report analyzes angel group investment activity and trends in the United States.  Here are a couple interesting FY 2015 highlights:

  • The median seed-stage valuation for 2015 deals hit an all-time high of $4.6M (up from 53% from 2014);
  • The median and mean round sizes in deals with only angel investors climbed to $850K and $1.164M, respectively (both up materially from 2014);
  • The median and mean round sizes in


Continue Reading Angel Investment Trends: FY 2015 Halo Report

Data breaches are expensive. They cost an average of $5.4 million each to US companies in 2011 for mitigation and remediation alone, while also causing significant harm to brand and reputation.  The first 24 hours after you discover a breach are critical to restoring security, minimizing harm, obtaining and preserving evidence and complying with contractual and legal obligations.  Read here for tips on responding to a breach.
Continue Reading Data Breach Incidents – 16 DOs and DON’Ts

Article prepared by and republished courtesy of our colleagues Sanjay M. Shirodkar and David P. Lewis; originally published here: https://www.dlapiper.com/en/us/insights/publications/2016/01/the-hot-list-2016-proxy-season-trends

As we enter 2016, we want to bring your attention to a few items that we believe will play prominent  roles in the 2016 proxy season.  In 2015, proxy access, shareholder activism and newly adopted or proposed rules from the Securities Exchange Commission were some of the big-ticket items.  These and other issues are on the hot list for this coming season. We also include a list of action items you may wish to consider as you plan for the 2016 proxy season.

Please keep in mind that the following Hot List is a summary only and is not intended to be specific legal or tax advice.  We encourage you to call the authors of this client alert or your DLA Piper contact if you have any questions or would like to discuss any of the issues described below in the context of your company.
Continue Reading The Hot List: 2016 Proxy Season Trends and Action Items