As contemplated by the Dodd-Frank Act, advisers that only manage venture capital funds will be exempt from the new registration requirements imposed upon private fund advisers under the Investment Advisers Act of 1940 (the " Advisers Act ")...
The SEC has now finalized the rules implementing the Investment Advisers Act of 1940 (the " Advisers Act ") changes, which had been issued in proposed form near the end of 2010 following passage of the Dodd-Frank Act earlier that summer. These...
by Karl J. Ege, Martin E. Lybecker, Danielle Benderly, and James T. Carroll
The JOBS Act's stated purpose
is to spur job creation and economic growth by improving access to capital for
emerging growth companies. To do so, the JOBS Act will make...
A reminder for startups that had incentive stock option
exercises in 2011, Section 6039 of the Internal Revenue Code requires companies
to furnish a written statement to any employee or former employee who either
(i) exercised an incentive stock option...
Ways and Means Committee Ranking Member Sander Levin
(D-MI) remains intent on increasing tax rates on carried interest (the profits
funds managers earn on thier portfolios, which currently are taxed at
15%). At the end of last week, he announced his...
As a result of the new rules under the Investment
Advisers Act of 1940, even fund managers that are exempt from registration will
need to file annual reports with the SEC. Exempt reporting advisers (" Exempted
Advisers "), including fund...
This article is also appearing on The Venture Alley and on Startup Law Blog . Per the
authors, readers may feel free to re-post this content elsewhere as well.
The world is changing for venture funds and similar funds
in Washington State, and not...
Since the Jumpstart Our Business Startups Act
(JOBS Act) was passed by Congress this past April, the EB-5 community has
waited in anticipation for the Securities Exchange Commission (SEC) to revise
its rul es to remove the prohibition on general
This post is the sixth in a series giving practical advice to startups with respect to understanding and negotiating a venture capital term sheet.
In the prior five posts, we provided an introduction to negotiation of the term sheet and discussed binding...
Fenwick & West LLP, a law firm that represents
emerging growth companies, has published a survey of seed financing transactions ,
comparing the terms of such deals in 2011 to 2010. The survey was based on 56
transactions closed in 2011 and 52 ...
The Jumpstart Our Business Startups Act, as amended by
the Senate, was voted on by the House of Representatives yesterday and passed
380 to 41. That makes it a very bi-partisan bill, even though a ll 41 "Nays" were
Democrats . If I remember...
by Phillip J. Kardis II, Robert K. Smith, and Barry Spatzer
Just as HOV lanes were created
to ease the commuting burden for those who meet certain requirements, the
recently enacted Jumpstart Our Business Startups ("JOBS") Act...
In this post, I decided to go over the first steps a
founder should take (in my humble opinion) to start his or her own business.
What should come next, after you get an idea for a business? Well, you would
most likely want to run it by your friends and...
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...
New rules were just announced by US Citizen and
Immigration Services that are designed to make it easier for immigrants to form
startup companies in the US. As covered on The White House Blog , these rules would:
that immigrant entrepreneurs...
The SEC announced yesterday that it will be holding an
open meeting on June 22, 2011, evidently to discuss new proposed
changes to the new Advisers Act rules pending under Dodd Frank. For fund
managers concerned about becoming subjected to Advisers...
Representative Kevin McCarthy (R-CA and House Majority
Whip) recently introduced the Access
to Capital for Job Creators Act (H.R. 2940) , which would remove the ban on
general solicitation for securities offering conducted under Rule 506 of
How much due diligence are we Immigration lawyers expected
to conduct in EB-5 cases? What are the expectations from USCIS and the SEC? On the
April 3, 2013 EB-5 Engagement between the SEC and USCIS, Rob Silvers opened the
call by noting that USCIS...
As we know, the Senate changed the version of the
Jumpstart our Business Startups (JOBS) Act in only one way, they added an
amendment, drafted by Sen. Merkley (but also supported by Sens. Bennet and
Brown), which added more investor protections to...
As the 1990s drew to a close Congress passed legislation
signed by the President ensuring the deregulation of the derivatives markets.
At the time CFTC Chairwoman Brooksley Born was one of the sole voices of
dissent. Less than ten years that dissent...
This is the second post in a series exploring
recent SEC regulations which define the term "venture capital fund" for the
purposes of determining whether a fund's manager is exempt from SEC
registration requirements under the Dodd-Frank...
The seven-member Politburo Standing Committee in China
greeted the world in the Great Hall of the People on November 15, 2012 in
Beijing. What does the new leadership in China mean to EB-5 practice? Most
believe it is too early to tell. However, a...
J. Kardis II , Robert K. Smith, and Barry Spatzer
On April 5, 2012, the President
signed into law the Jumpstart Our Business Startups (JOBS) Act (H.R. 3606),
which incorporates several initiatives aimed at easing the regulatory...
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...
I clearly remember first hearing about Groupthink when I
was in school. It was after the Challenger disaster in 1986. I must
have been about 10 years old at the time. The disaster was memorable for
me - I still recall watching the Challenger disaster...