Trent Dykes

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Australia highly regulates employee stock incentive plans. Failing to adapt to applicable rules can lead to adverse consequences for employees and employers and ultimately can undermine the intended purpose of such plans. Compliments of our DLA Piper colleagues, here is an overview of some of the legal and tax issues US parent and Australian subsidiary companies should consider when including Australian resident employees in US-based employee stock incentive plans. Continue Reading Extending US employee stock incentive plans to Australian employees

Compliments of Jason Smith of Kidder Mathews, attached is a Seattle-area office real estate market review for Q2 2012. As the report notes, the Puget Sound office market during the first half of 2012 was active on several fronts. Leasing was strong in both Seattle and Bellevue central business districts (CBD), rental rates showed some modest gains in the core markets, and the dollar amount of this year’s sales activity skyrocketed.

New leasing activity was led by ecommerce companies and was focused on newer buildings in specific neighborhoods. It was in…

Continue Reading Seattle Office Real Estate Market Review for Q2 2012

CONTRIBUTED BY
Trent Dykes and Michael McClain

One of the first major decisions the founder of a startup will need to make is regarding choice of entity. While there are numerous different forms of entities to choose from, the three most commonly utilized by startups are: limited liability company (LLC); C corporation; and S corporation. Each type of entity has its own advantages and disadvantages. Below are five items to consider when choosing your startup entity structure.Continue Reading Choice of entity: Five items to consider when choosing your startup entity structure

This post is part five of our five part series exploring various aspects of due diligence in the context of a merger and acquisition (M&A) transaction. Our prior posts discussed M&A due diligence generally and its objectives, described the due diligence process, outlined considerations when assembling your due diligence team of experts and the due diligence request list, and explained how to respond to a due diligence request list. This post will focus on the scope and process of a due diligence review and how the results of such review will impact the proposed M&A transaction.
Continue Reading M&A due diligence: The review and results (part 5)

This post is part four of our series exploring various aspects of due diligence in the context of a merger and acquisition (M&A) transaction. Our prior posts discussed M&A due diligence generally and its objectives, described the due diligence process and outlined considerations when assembling your due diligence team of experts and the due diligence request list. As indicated in our earlier post, the due diligence request list is the inventory of documents requested, provided and reviewed on the road to completing an M&A transaction. Once the seller and its counsel have had the chance to collect and review all of the items requested, the seller’s counsel typically prepares a formal written response to the due diligence request list. This post will focus, from the seller’s perspective, on preparation of such a response.
Continue Reading M&A due diligence: Responding to a due diligence request list (part 4)

Last week, the Delaware Court of Chancery issued an interesting opinion where it enjoined a party from prosecuting a proxy contest and proceeding with a hostile bid for its industry competitor as a remedy for breach of the parties’ NDA. This pretty extreme remedy was issued even though the parties did not enter into a standstill agreement. Courtesy of John Reed, a partner in DLA Piper’s Delaware office, below is a brief summary of the case and a few questions raised by this recent decision. The full text of the case is available here: Martin Marietta Materials, Inc. v. Vulcan Materials Co., C.A. 7102-CS (Del. Ch. May 4, 2012).Continue Reading Turning an NDA into a standstill?

Earlier this week Twitter announced that they plan to amend their standard employee innovations assignment agreement to keep “control in the hands of engineers and designers” as part of Twitter’s commitment to its employees “that patents can only be used for defensive purposes … and that [Twitter] will not use the patents from employees’ inventions in offensive litigation without their permission.”  This proposed amendment is being called the “Innovator’s Patent Agreement” (or IPA), a copy of which can be found here.

Others have said that adoption of the IPA…
Continue Reading Understanding both sides to the ‘Twitter Patent Hack’ (aka the Innovator’s Patent Agreement)

John Melloy’s article entitled “The Dictators of Silicon Valley: Facebook, Google Stripping Shareholder of Power” highlights an interesting trend among tech companies that have gone public in the past several years – implementing dual-class voting structures. The general idea behind these dual-class voting structures is to keep control in the hands of the individuals (usually the founders) who supposedly know what is best for the company and to shield a company from potential public company shareholder activism and hostile takeovers. Control is maintained by either giving the founder shares more votes per share than the shares issued to the public (or issuing non-voting shares to the public) – for example, founders would hold Class B common stock entitled to 10 votes per share, while the general public would hold Class A common stock entitled to one vote per share.
Continue Reading Dual-class voting; A trend toward eliminating shareholder rights?

This post is part three of our series exploring various aspects of due diligence in the context of a merger and acquisition (M&A) transaction. Our prior posts discussed M&A due diligence generally and its objectives and described the due diligence process. This post will focus on assembling your due diligence team of experts and the due diligence request list.

Building your due diligence team of experts

Every deal is different, and one of the first priorities in the due diligence process is to assemble a diverse due diligence team. The team’s collective expertise should cover the various business, legal, technical, and financial matters unique to the seller and the deal at hand. This means not only assembling the appropriate legal team, but making sure that the buyer or seller has designated the appropriate in-house contacts to address questions that may arise concerning financial, customer, marketing, technical/engineering, information technology/infrastructure or personnel matters.Continue Reading M&A Due Diligence: Assembling your team and the due diligence request list (Part 3)