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blake_jackson.jpgCONTRIBUTED BY
Blake William Jackson
blake.jackson@dlapiper.com

Many startup companies want to change the world with their great new ideas – but, in an effort to raise funds, some jeopardize their ability to protect those great new ideas with patents. This doesn’t have to happen. With a little foresight, startups seeking funding can avoid the patent pitfalls.

A typical startup story may go like this: A few entrepreneurs form a startup company because they have developed a great new idea for the next “must-have” product. To raise funds, the entrepreneurs ask relatives, take out a small loan or turn to a crowd-source funding program like Kickstarter. These crowd-source funding sites allow the startup to disclose its new ideas to the public and raise funds by allowing anybody to give money to the startup in return for some small benefit. Such small benefits can be anything the startup chooses, ranging from promotional items, to a beta product the startup is still developing, and even to pre-sale orders of the finished products whose development is being funded and that will eventually be mass marketed.

After its crowd-source funds dwindle, the startup then looks to more substantive investors to grow the business. It is at this point that startup entrepreneurs may first think about patent protection – often because of inquiries from potential angel and venture capital investors. It is also at this point that the startup may learn that it is too late to properly protect its great new ideas with patents. A startup that has reached this point without protecting its patents may pay the price in diminished support from potential angel and venture capital inventors, not to mention the long-term loss of protection that a patent portfolio could provide.
Continue Reading Startups seeking crowdfunding: Avoiding patent pitfalls

Bill Carleton has a good post regarding the recent comments from Keith Higgins, the Director of the Division of Corporation Finance, who spoke at the 2014 Angel Capital Association Summit.  Higgins discussed the SEC’s principles-based approach with respect to meeting the requirements of new Rule 506(c). 

Since the SEC’s adoption of new Rule 506(c) in September 2013 allowing general solicitation by issuing companies in certain circumstances, angel investors have been concerned about the accredited investor verification standards set forth in those new rules.  The debate has centered around what actions…
Continue Reading Accredited Investor Verification under Rule 506(c)

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

Our colleague Ute Krudewagen has put together a list of some key labor and employment issues to consider if and when you decide to take your US-based emerging company to overseas locations.

So you are ready to expand?

Your start-up is off the ground and running, U.S. offer letters and confidentiality agreements have been signed and compliance policies have been implemented.  It’s now time to hire your first employee outside the U. S.  This seemingly easy task is often easier said than done.  For many emerging companies, the road to a global workforce is paved with potholes.  How can you prepare for the Friday afternoon call from a frantic HR manager who wants to hire a salesperson who will go to a competitor if he doesn’t have an offer in his hands by Monday morning?  Can you afford to lose the candidate, and all the great opportunity that the candidate represents to the business?  How do you respond when asked about a sales representative who received an offer three months ago and has since then been working in Brazil, while being paid directly from the U.S.?  These issues are part of running an international business, however, with the right preparation and planning, these speed bumps can be leveled before they escalate.

The five issues Ute discusses for growing employers to consider before going global are:

  • Doing Business and Tax Considerations, Including Corporate Structure
  • Will you Expand by Hiring Employees, Independent Contractors, Third Party Agencies or Expatriate Employees?
  • Payroll & Benefits Processes and Costs, Including Witholding on Taxes and Social Charges (similar to Social Security)
  • Employment Agreements & Policies
  • Managing the Exit Strategy – Probationary Periods, Lack of At-Will Employment, Notice Periods and Severance

Continue Reading Top Labor and Employment Law Issues When Taking your Start-Up Global

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. Below is a summary of the changes with respect to general solicitation in such rules. The full article contains a discussion of other regulatory issues that should be considered and new “bad actor” rules, as well as a discussion of certain proposed private offering rule changes that are not yet final. That piece may be found here.

On July 10, 2013 the US Securities and Exchange Commission adopted much-anticipated amendments to its regulations on private offerings under Rule 506 of Regulation D of the Securities Act of 1933, as amended, that lift the more than 80-year ban on general solicitation and advertising for certain purchasers, as mandated by Section 201(a) of the Jumpstart Our Business Startups Act (popularly called the JOBS Act).

Beginning September 23, 2013, these changes will permit issuers to use advertising and other forms of mass communication to sell securities solely to “accredited investors” under Rule 506 of Regulation D. However, these amendments also include several new requirements and procedures. You will want to be aware of these changes before you launch a general solicitation campaign.

Continue Reading New SEC General Solicitation Rules Go Into Effect

Vanessa Fox July 2012.jpgVanessa Fox, CEO of Nine by Blue (software, training, and strategic consulting relating to search), has a great post on her blog today about why she is volunteering as a coach for Seattle Startup Weekend’s Women’s Edition.  Her key points:

  • Our Network is Based On Who We Know (And Who Our Network Knows)
  • Even Without Discrimination, There Can Be Unconscious Bias
  • You Feel More Confident When You Feel Less Alone

Her story explaining the title makes me laugh every time I think of it.  And her post reminds…

Continue Reading Where’s The Man Who’s Paying For All Of This?

On May 24th, the University of Washington Foster School of Business Center for Innovation and Entrepreneurship held its annual Business Plan Competition. The competition is open to teams that include students currently enrolled in a degree program in the state of Washington. Out of 101 teams that applied, the final round of judging by various local venture capitalists and entrepreneurs selected the winners.  UrbanHarvest (pictured below) won the grand prize of $25,000 as well as the Best Clean-Tech Idea (which came with a prize of $2,500).

UrbanHarvest.jpg

UrbanHarvest, founded by two students from the Foster School of Business at the UW, plans to build out the first deployment of its rooftop, hydroponic greenhouse solution on a Redmond, Washington parking garage at Microsoft.  In the greenhouse, the company will grow lettuce and herbs for use in cooking on the Microsoft campus.  The company’s goals include reducing the fossil fuel burn of transporting produce from a distance while providing very fresh produce.

Continue Reading UW 2012 Business Plan Competition Winners

In today’s age of social media success stories, there is something superficially interesting about crowdfunding as a high-level idea. There has certainly been no shortage of attention to crowdfunding in the press and from business people. But in looking at the new JOBS Act exemption for crowdfunding, I see lots of reasons to avoid using it. While this list could be expanded – and will need to be revised as the SEC adopts rules to implement the new exemption – to get things started I offer up these ten reasons to avoid crowdfunding.
…
Continue Reading Top 10 Reasons to Avoid Crowdfunding

Megan Muir.jpgCONTRIBUTED BY
Megan Muir

Join us for a complimentary webinar regarding the Jumpstart Our Business Startups Act (the “JOBS Act”).  This one-hour webinar for venture capital investors, private equity firms, startup entrepreneurs, late stage companies and management of portfolio companies will cover the following provisions of the Act:

The IPO “on-ramp”

  • Reduced initial and ongoing reporting requirements for “emerging growth companies”
  • Confidentiality of SEC registration statements
  • Easing of restrictions on issuance of research reports by participating underwriters

Private offerings

  • Relaxation of prohibition on general solicitation in private offerings to

…
Continue Reading How the JOBS Act Eases Access to Capital – Webinar April 18th

On March 27th, the US House of Representatives overwhelmingly passed the Jumpstart Our Business Startups Act (JOBS Act) with the Senate’s recent amendments. Next stop is the President’s desk for what is anticipated to be speedy signature. The legislation is intended to improve the ability of emerging growth companies to access capital by relaxing certain rules in private offerings as well as in the period following a company’s initial public offering.  Read the details in this summary by our colleagues Christopher C. Paci, Edward Batts, Ann Lawrence,…
Continue Reading JOBS Act Passes House – to President Next