Director Concerns in Pre-IPO and Small-Cap Companies

In an interview for NACD Directorship magazine entitled Noteworthy Legal Issues for Pre-IPO and Small-Cap Directors , DLA Piper partner and colleague Peter M. Astiz , co-head of our Global Technology Sector Practice, provided updated information concerning director fiduciary duties, voting and control...

The Venture Spotlight - Indy Driver, Team Owner and Angel Investor Sam Schmidt

This edition of The Venture Spotlight features a 30 minute interview with Sam Schmidt, a professional indy car driver who suffered a horrific crash about 10 years ago leaving him paralyzed from the neck down. Now Sam heads a racing team and also periodically makes investments in startups. Most recently...

M&A due diligence: The review and results (part 5)

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...

Hey VC Industry - What time is it?

I tend to be an optimist and have been accused by friends (and others) of being too rosy in my outlook. If that's true, I suspect it is because of athletics. I have played sports all my life and I've found that, in sports, the competition is fierce and if you believe that you can't win, you...

SEC Not Quite Ready to Lift General Solicitation Ban

Many of us are anxiously awaiting the SEC's implementation of the rules that will allow funds and companies to engage in general solicitations as part of their fundraising efforts. The SEC was directed to implement those rules within 90 days of the JOBS Act's passage. Although not much of a surprise...

Choice of entity: Five items to consider when choosing your startup entity structure

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...

Ten Tips for Navigating Defamation Issues in Social Media

Online and social media have revolutionized the way companies interact with their customers - allowing them to target customer interests and engage customers much more directly. Entering into the world of social media, however, may pose reputational challenges. On-line stores and e-commerce platforms...

Tax Changes Are Looming

Tax planning can be challenging at any time of year, but this year may be more challenging than normal. As with any presidential election year, there is a lot of legislative uncertainty leading into 2013. Adding even more fuel to the fire, there are a number of significant tax rate changes scheduled...

Extending US employee stock incentive plans to Australian employees

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...

Q2 2012 Highlights Growing Number of Corporate VC Investments

The National Venture Capital Association (NVCA) recently published an article that may indicate an increasing role of Corporate Venture Capital's increasing role in the startup investments arena, as reflected in Money Tree's Investment Analysis Report issued for Q2 2012. The data from Money Tree's...

SEC Proposes General Solicitation Rules

As anticipated in our previous blogs , the SEC proposed rules to permit general solicitation and general advertising in Rule 506 and Rule 144A offerings. The release proposes to create a new Rule 506(c), in which the prohibition against general solicitation would not apply to offers and sales of securities...

December 31 is IRS deadline to correct Section 409A violation due to severance conditioned on release of claims

Many severance and other compensation arrangements provide for payment only if and when the employee signs a release of claims and the release has become irrevocable. For a general release of claims to be valid under federal employment law, the employer may be required to give the employee a specified...