CONTENT CENTER
Various Ways to Raise Capital
By Dan DeWolf
The world of raising capital has been evolving over the last several years. Offerings of securities generally used to fall into two main buckets: (i) private placements under the old Rule 506 or (ii) a public offering. With the implementation of various provisions of the JOBS Act now mostly complete, the array of choices has increased exponentially and include crowdfunding, crowdsourcing by general solicitation for accredited investors, IPO light under the new Reg A+ rules, and confidentially submitted initial public offerings. No one size fits all and issuers, bankers, and legal counsel should look carefully as to the context of the situation to determine which format makes the most sense for a particular offering. We thought it might be helpful to provide a chart of the various alternatives for offerings now available.
Regulation Crowdfunding: A Six-Month Update
It has been almost seven months since issuers across the country began raising money through Regulation Crowdfunding (“Reg CF”), which went into effect on May 16, 2016. In the six months since Reg CF went into effect, 160 initial filings for crowdfunding offerings on Form C were made with the SEC. The following summary of the highlights and trends are based on data collected from those Form C filings through November 16, 2016.
Revised Rule 504: Another Tool in the Toolkit to Raise Capital
By Dan DeWolf and Brian Novell
If there is one common theme that entrepreneurs tend to have, it is fire – meaning, many entrepreneurs are passionate about an exciting idea that they seek to turn into a business. However, entrepreneurs often quickly realize that, in order to make their fire glow high and bright for the world to see, they need fuel – meaning, capital.
FinTech Innovation Lab: A Resource for Fintech Start-ups
Co-founded in 2010 by Accenture and Partnership for New York City, the FinTech Innovation Lab, offers newly-emerging financial technology companies the opportunity to participate in a 12-week mentorship program. During the program, participants are invited to engage in a multitude of events including workshops, panels, and meetings with leaders in the financial technology industry.
Preparing for an Exit: Selling Your Drone Company
By Marc Mantell
Just as each warehouse logistics robot or copter-drone will utilize different technologies to address unique problems, each robotics company will follow a unique path to its eventual exit transaction. For those considering a company sale, there are several things you can focus on early in the process that can help give you the best chance of success.
Corporate Formation: The Basics
By Dan DeWolf
There are many important factors to consider when incorporating your new company.
Forget Oil Prices, Renewables are Here to Stay
By Tom Burton and Paul Dickerson
We are now in the teeth of the most profound oil bust since the 1980s, but this time, investment in renewable energy development continues apace even as crude is scraping against 12-year lows. The supply of wind power, measured in British thermal units, rose more than threefold between 2008 and 2015, and the supply of solar power rose almost sixfold, according to the U.S. Energy Information Administration. Wind power is expected to rise another 23 percent and solar another 36 percent by the end of 2017.
Patents 101: Protecting Innovations
By Michael Van Loy and James Cleary
A deeper dive into the importance and value of patents and the process to get one – from filing through issuance.
What is Intellectual Property, and Why is it Important?
By Peter Snell
IP 101: This deck gives entrepreneurs the “need-to-know” information about trademarks, copyrights, patents and trade secrets.
Preparing Your Portfolio For Prime Time: IP Due Diligence
By Bill Geary
Due diligence helps potential investors know they are making a winning bet on your start-up. Hence, investors conduct a detailed look “under the hood” of the company and the company’s IP is at center stage.
Immigration Considerations for a Start-Up Company
By Susan Cohen
Important considerations include the type of incorporation, proof of funding, and the effect on existing operations of the start-up.
No Action Letter On Behalf Of Citizen VC
By Dan DeWolf and Samuel Effron
The SEC has finally provided clarity as to how an issuer of securities can conduct a private placement in a password protected web page under Rule 506(b), without it being deemed a “general solicitation” and thereby being subject to the additional requirements imposed by the new Rule 506(c). The guidance has been provided by the issuance of the Citizen VC No Action Letter (the “CVC Letter”), which request was authored by Mintz Levin.
H-1B Checklist for Start-Up Company
By Susan Cohen
The following checklist provides a blueprint for the necessary H1-B steps but should not replace the advice of counsel.
Top Ten Reasons Why U.S. Trademark Searches are Important to Every Business
By Susan Neuberger Weller
The importance of a comprehensive trademark search for a new company name and for a new trademark cannot be overstated. It is vital that companies at all stages stay mindful of the pitfalls in naming any new product or component.
Seniority Matters
By Dan DeWolf
There is little doubt that activity in the trading of secondary shares of private companies remains robust. Private companies are staying private longer and there seems to be an unlimited demand to buy into the newest “Unicorn” anointed each week. As the market for secondary shares stays strong, valuations seem not to matter much to most buyers. Additionally, many buyers seem to pay little attention to whether they are buying senior preferred stock at the top of the stack, as compared to junior securities or common stock sold by many former employees. But as we all know, things that can’t go on forever, don’t. And, as Warren Buffet once famously said: only when the tide goes out do you discover who has been swimming naked.
Do You Really Own Your Employee's Knowledge?
By Jen Rubin
So it may seem like a ridiculous question. Who can own a thought? But it is a bit more difficult to answer this question from a legal perspective than you may think.
Why You Should be Using a Board of Advisors and How to Get the Most Benefit From It
By Jeremy Glaser and Jen Rubin
Start-ups can use all the sound advice they can get, especially if they can get it for free. One source of “free” advice is an advisory board made up of people who can add value to your business.
What is Venture Capital?
By Dan DeWolf
Most of us go through our lives down a certain path. We grow up in our house or apartment; we go to school; we get a job; and eventually we grow up (one way or another) and live out our lives: sometimes happily, sometimes not so happily, and most times a little bit of both. In the course of this journey, many of us dream about starting something new, such as a new business based on a new concept or new paradigm. For many of us it is just a daydream. But for some, it is a call to action. Time and time again, an individual figures out a new way to look at things. Then from a scrap of an idea, and against great odds, this individual begins to build a new business.
Trademarks and Surnames: Why Can’t I Use My Own Name?
By Susan Neuberger Weller
There are many “myths” that float about in the general public about what can and cannot function as a trademark. Under US trademark law, a mark which is “primarily merely a surname” cannot be protected as a trademark without proof that it has “acquired distinctiveness.”
What is a Term Sheet?
By Dan DeWolf
When a venture capital firm is interested in a company it will meet with the management team numerous times to understand fully the business model and to learn more about the management. At some point in the process, the venture capital firm will decide that the investment is worth pursuing and will present a Term Sheet to the company. The Term Sheet (which is a nonbinding letter of intent) sets forth the basic terms and premises upon which the venture capital firm would be willing to invest.
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