This is the fifth part of our Securities Law 101 series. Because capital raising is such a critical function for middle market companies, we designed this series to introduce their management teams to some of the fundamental concepts in securities law. We hope that this series will prevent some of the most common mistakes management… Continue Reading
Tag Archives: early stage companies
Securities Law 101 (Part IV): Paying employees with stock – Don’t get tripped up!
Posted in CompensationThis is the fourth part of our Securities Law 101 series. Because capital raising is such a critical function for middle market companies, we designed this series to introduce their management teams to some of the fundamental concepts in securities law. We hope that this series will prevent some of the most common mistakes management… Continue Reading
Potential good news for growth companies: Nasdaq to set up new private market for unlisted stocks
Posted in Capital Raising, Technology Company IssuesNasdaq OMX Group, Inc. announced today that it will enter into a joint venture with SharesPost, Inc. to form a marketplace for the trading of shares of unlisted companies. This is an interesting and cutting edge move that solves some problems for both Nasdaq and SharesPost. This new marketplace should be very positive for rapidly… Continue Reading
SEC curtails JOBS Act broker registration exemption in recent FAQs
Posted in Capital RaisingI understand that the SEC needs to balance having efficient markets and facilitating capital formation with the protection of investors, but sometimes erecting roadblocks with the intent of protecting investors is merely regulation for regulation’s sake. On February 5, 2013, the Staff of the Division of Trading and Markets of the SEC provided guidance on… Continue Reading
SEC advisory committee to recommend formation of small company securities exchange
Posted in Capital RaisingAn SEC advisory committee is likely to recommend that that the SEC support the formation of a new securities exchange designed especially for small cap and micro cap public companies. While this new exchange is a long way from approval and operation, strong SEC support could substantially increase its chances of successful implementation. This… Continue Reading
GUEST BLOGGER: Tick size remains large obstacle for middle market public companies
Posted in Capital RaisingMr. Steiner is the Chief Operating Officer and Managing Director – Investment Banking at Ladenburg Thalmann & Co. Inc. The views expressed in this posting are Mr. Steiner’s personal views and should not be attributed to Ladenburg Thalmann & Co. Inc., its employees, affiliates or subsidiaries or to Gunster. While the Jumpstart Our Business… Continue Reading
Update on the JOBS Act: Where are we now?
Posted in Capital RaisingAfter a flurry of news articles when the JOBS Act became law in April, the news cycle has been non-stop election coverage. While we all look forward to the end of the political advertisements (especially us Floridians), I wanted to take a moment to bring you up to date on the JOBS Act. So, where… Continue Reading
Regulation A+: Raise the capital you need without the hassle or expense
Posted in Capital RaisingRegulation A+, one of the most overlooked provisions of the JOBS Act, promises to be the best new way for private companies to raise money without the headaches of going public or the restrictions of private offerings. As part of the JOBS Act, the SEC was tasked with creating a new offering exemption that has… Continue Reading
Video Interview: Discussing the Facebook-Instagram Deal’s Fairness Review with LXBN TV
Posted in Mergers and Acquisitions, Technology Company IssuesFollowing up on my post on the subject, I had the opportunity to speak with Colin O’Keefe of LXBN regarding the Facebook/Instagram deal. In the brief interview, I explain how things have changed since Facebook’s IPO and what, if anything, that meant for the deal’s fairness review with the California Department of Corporations.
Securities Law 101 (Part II): Avoiding the pitfalls in a private placement
Posted in Capital Raising, Financial InstitutionsThis is the second part of our Securities Law 101 series. Because capital raising is such a critical function for emerging start-up companies, we designed this series to introduce their management teams to some of the fundamental concepts in securities law. We hope that this series will prevent some of the most common mistakes management… Continue Reading
Elimination of ban on general solicitation and advertising may leave some questions unanswered
Posted in Capital RaisingDepending on your perspective, lifting the ban on general solicitation and advertising for private offerings is one of the most anticipated or feared provisions in the JOBS Act. Consumer protection groups are aghast at the potential of fraud stemming from startup companies hawking their stock to unsophisticated investors. Pro-business groups are ecstatic that someone finally… Continue Reading
Is Facebook’s acquisition of Instagram fair to Instagram shareholders?
Posted in Mergers and Acquisitions, Technology Company IssuesWe previously blogged about the potential liability for Facebook, Inc. directors if the company paid too much for the social media start-up company Instagram. Recall that in April, Facebook agreed to acquire Instagram for, at the time, approximately $1 billion with the consideration payable 30% in cash and 70% in Facebook common stock (now, due… Continue Reading
Significant stock price questions loom as Facebook lockup restrictions begin to lapse
Posted in IPOs, Technology Company IssuesMore interesting times have arrived for holders of Facebook stock. The stock, which has been brutally beaten down from its IPO price, faces new challenges as the “lockup” restrictions (which have been in place since the IPO) began to expire on August 16. This means that a significant number of Facebook shareholders are now able… Continue Reading
Securities Law 101 (Part I): Yes, securities law applies to you
Posted in Capital RaisingThis is the first part of our Securities Law 101 series. Because capital raising is such a critical function for emerging start-up companies, we designed this series to introduce their management teams to some of the fundamental concepts in securities law. We hope that this series will prevent some of the most common mistakes management… Continue Reading
Get ready for increased cybersecurity disclosure requirements
Posted in Disclosure Guidance, Technology Company IssuesNew mandated cybersecurity disclosure requirements appear to be imminent. Cybersecurity has become a critical issue for most companies, and almost all companies today face cybersecurity risks due to the substantial increases in the volume of data and information stored online, the rise of multiple platforms for accessing data and the sophistication of criminal hackers. Cyber… Continue Reading
Submissions of draft registration statements under the JOBS Act
Posted in IPOsThe SEC has announced that it will phase out the secure email system currently being used to submit confidential draft registration statements for emerging growth companies under the JOBS Act. A new EDGAR-based system will be implemented soon. We will keep you posted on the change when it happens.
That sounds risky: New generation of risk factors for technology companies
Posted in Disclosure Guidance, Technology Company IssuesThe “Risk Factors” section of any disclosure document is vital to the protection of the issuer. Generations of securities lawyers and accountants have worked into the night to develop lists of risks that would make any sane potential investor run away screaming. Most of us have seen innumerable examples of conventional risk factors like competition,… Continue Reading
The Facebook IPO – From Sure Thing to Big Mess
Posted in IPOs, Technology Company IssuesFacebook’s IPO seemed like a sure thing only a short time ago. This iconic leader in the technology space led by a charismatic CEO seemed destined to have a blockbuster IPO. The IPO encountered a number of substantial problems and challenges, however, and the stock’s post-IPO performance has been far less than stellar, with none… Continue Reading
JOBS Act update: Keeping current with the SEC’s interpretations
Posted in Capital RaisingThe SEC has been busy over the past several weeks rapidly issuing interpretations and procedures to implement the JOBS Act. Because the JOBS Act is such a fundamental change to securities law, especially for middle market companies, we wanted to spend this blog catching you up to speed on how the JOBS Act looks since we… Continue Reading
Groupon has accounting problems (again)
Posted in Corporate Governance, Technology Company IssuesOne of the most well-known and popular Internet companies, Groupon, Inc., has again encountered significant accounting problems. These problems appear to be potentially severe. This situation is very negative for Groupon, but it also has troubling ramifications for the entire technology industry and especially for technology companies that have recently gone public. There is also… Continue Reading
SEC’s No-Action Letter is good news for pre-IPO companies
Posted in IPOs, Technology Company IssuesOn February 13, 2012, the Securities and Exchange Commission issued a No-Action Letter to the Fenwick & West LLP law firm. This No-Action Letter is good news for private companies that are approaching the statutory 500 shareholder limit (which would generally require them to register as public reporting companies under Section 12(g) of the Securities… Continue Reading
Technology IPOs – Where Do We Go From Here?
Posted in IPOs, Technology Company IssuesSome of the best known names in technology were able to conduct initial public offerings during 2011. These included technology companies like LinkedIn, Pandora, Groupon, Zillow, Demand Media and others. This will likely continue tomorrow as one of the most highly anticipated technology company offerings of the year (Zynga, a developer of online games for… Continue Reading
Positive Events in Small Company Capital Raising Arena
Posted in Capital Raising, Technology Company IssuesThe economic events of recent years have hit small companies particularly hard. While virtually everyone has suffered, small companies endured a double hit as they experienced substantial challenges to sales and profitability as well as a widespread inability to raise capital. This inability to raise capital was made worse by these economic events, but the… Continue Reading
Financing Early Stage Companies–Dealing With the “New Normal”
Posted in Capital Raising, Technology Company IssuesWe have recently experienced some of the worst financial and economic conditions that we (hopefully) will see in our lifetimes. Most of us have been touched personally by these conditions. It appears that economic and financial conditions will continue to get better, but these situations have created some ongoing challenges that will continue to face… Continue Reading