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Category Archives: Technology Company Issues

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Potential good news for growth companies: Nasdaq to set up new private market for unlisted stocks

Posted in Capital Raising, Technology Company Issues

Nasdaq 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

Video Interview: Discussing the Regulation FD concern with Netflix over Facebook post on LXBN TV

Posted in Disclosure Guidance, Technology Company Issues

Following up on my post on the subject, I had the chance to speak with Colin O’Keefe of LXBN regarding the SEC sending a Wells notice to Netflix and its CEO over a Facebook post the latter made. In the interview, I explain what happened, why the SEC is displeased and why it needs to… Continue Reading

Netflix CEO’s Facebook post leads to possible Regulation FD action by SEC – Time for some changes

Posted in Disclosure Guidance, Technology Company Issues

The use of social media as a public company information channel encountered a roadblock on December 5, 2012 as Netflix, Inc. and its CEO, Reed Hastings, both received Wells notices from the SEC regarding a prior Facebook post that Mr. Hastings had made. A Wells notice is a notification from the SEC that it intends… Continue Reading

Careful with that tweet! Social media considerations for public companies

Posted in Disclosure Guidance, Technology Company Issues

Social media use has experienced a meteoric rise. According to Tweetsmarter (a social media blog), the top five social media sites (Facebook, Twitter, LinkedIn, Google+ and Pinterest) have 1.8 billion users. Many companies have also embraced social media use as a cheap and efficient channel for the dissemination of information. Good examples here include Best… Continue Reading

Cybersecurity issues continue to draw attention

Posted in Disclosure Guidance, Technology Company Issues

Cybersecurity issues continue to be a hot topic for companies. As discussed in my prior blog posts, “Get ready for increased cybersecurity disclosure requirements” and “SEC pushes for disclosure of hacking incidents”, the SEC continues to focus on cybersecurity and data breach items and has now begun to encourage public companies to disclose them, even… Continue Reading

SEC pushes for disclosure of hacking incidents

Posted in Disclosure Guidance, Technology Company Issues

A number of well-known companies, including Zappos.com, Google, Quest Diagnostics, Eastman Chemcial and AIG, have recently experienced actual or potential intrusions into their computer systems and related confidential data. Some of these incidents have been active criminal attacks by sophisticated hackers, while others have resulted from situations such as lost or stolen laptops. The frequency… Continue Reading

Video Interview: Discussing the Facebook-Instagram Deal's Fairness Review with LXBN TV

Posted in Mergers and Acquisitions, Technology Company Issues

Following 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.

Video Interview: Discussing the Facebook-Instagram Deal’s Fairness Review with LXBN TV

Posted in Mergers and Acquisitions, Technology Company Issues

Following 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.

Is Facebook’s acquisition of Instagram fair to Instagram shareholders?

Posted in Mergers and Acquisitions, Technology Company Issues

We 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 Issues

More 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

Get ready for increased cybersecurity disclosure requirements

Posted in Disclosure Guidance, Technology Company Issues

New 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

That sounds risky: New generation of risk factors for technology companies

Posted in Disclosure Guidance, Technology Company Issues

The “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 Issues

Facebook’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

Groupon has accounting problems (again)

Posted in Corporate Governance, Technology Company Issues

One 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 Issues

On 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

New Cybersecurity Disclosure Obligations for SEC Filings

Posted in Disclosure Guidance, Technology Company Issues

Risks of Cyber Attacks If you are an executive for a public company, new SEC guidance requires you to consider cybersecurity in your ongoing periodic reports.  As evidenced by the barrage of news reports over the past couple of years, cyber incidents have become very significant events for all types of companies.  A recent example… Continue Reading

Technology IPOs – Where Do We Go From Here?

Posted in IPOs, Technology Company Issues

Some 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 Issues

The 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 Issues

We 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