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January 1, 2025 Deadline Is Fast Approaching for Compliance with the Corporate Transparency Act
The Corporate Transparency Act (CTA) requires entities, including corporations, limited liability companies, and limited partnerships, to file a beneficial ownership information (BOI) report with the Financial Crimes Enforcement Network (FinCEN), a division of the US Treasury Department.
Early- and Growth-Stage Companies in Distress: What Directors Need to Know about their Fiduciary Duties
In this article we provide practical guidance for directors of Delaware corporations in these moments of distress, including an overview of how fiduciary duties change as a company approaches or enters insolvency. Our advice is targeted to early- and growth-stage companies, but the principles here will apply to all Delaware corporations, regardless of size.
MintzTech Connect: All Things Technology — September 2024
We lead off this Tech Connect with an article about a federal court blocking the FTC’s efforts to limit non-competition restrictions. It’s a huge blow to the FTC’s efforts, but this issue will need to wind its way through the court system before there is a clear resolution. We follow with a terrific article regarding issues that foreign companies must be mindful of as they expand into the US. Lastly, our company spotlight is on an interesting new enterprise called GUDEA. GUDEA is a pioneering technology company revolutionizing how digital narratives are understood and managed.
VC Funds Warehousing Investments: Traps for the Unwary
One of the challenges facing venture capital firms is how to handle investments in portfolio companies prior to the initial close (“Initial Close”) of a new fund (“New Fund”). Typically, the investment advisor (“VC Advisor”), or a person wholly owned or controlled by the VC Advisor, will make such investment, “warehouse” it, and then transfer such investment to the New Fund promptly after the Initial Close. This strategy has been very effective for many fund managers as it enables them to commence the creation of a diversified portfolio of interesting companies for its future limited partners prior to the time of the Initial Close. While this is an effective strategy for fund raising purposes, VC Advisors should be aware of some of the pitfalls with warehousing investments.
MintzTech Connect: All Things Technology — June 2024
We lead off this MintzTech Connect with a summary of the FTC’s new rules relating to post-employment non-competition provisions. The second article is about qualified small business stock (QSBS) and the issues that may arise when converting a company from an LLC into a corporation. Our client spotlight is on a company called, Radicle Science, which is focused on wellness and AI-powered technologies. Radicle Science was recently named a KPMG Top 10 “Tech Innovator”! Lastly, we are including a video clip from our recent co-sponsored event with the Sustainable Media Center, which featured a discussion between Jonathan Haidt, author of The Anxious Generation, and well-known podcaster and professor Scott Galloway.
Tech Funding, IPOs are Less Frequent in 2024
The number of venture capital dollars flowing to Greater San Diego technology companies is becoming less frequent in 2024, a trend mirroring national investment activity that appears to favor bigger bets at the expense of more frequent ones.
Checklist for Foreign Companies Expanding into the US
You’re a foreign company looking to set up shop in the United States. You have weighed the pros and cons of expanding your business into the United States, confirmed the compatibility of any products or services you offer with the US market, and have a team ready to expand your business in the United States. All you need now is to make sure you have checked all the legal and regulatory boxes. We’ll walk you through those boxes, like choosing a business structure, navigating laws and regulations concerning immigration, employment, and taxes, securing funding and real estate, and more. With smart planning and preparation, your company can thrive on this side of the pond.
The Sustainable Media Center: Gen-Z, Politics, and Social Media in America
Mintz hosted the Sustainable Media Center at our New York Office for a candid conversation on Gen-Z, politics, and social media in America. Dan DeWolf provided opening remarks and the fireside chat featured bestselling author Kurt Andersen and journalist Kanika Mehra.
After Months of Uncertainty, a Federal Court Has Blocked the FTC’s Non-Compete Rule on a Nationwide Basis
Barring any intervening appellate activity, the FTC’s rule will no longer go into effect on September 4, 2024 (the original effective date), employers will not be required to void employees’ existing non-competes covered by the rule, and employers are no longer required to send employees notices regarding the status of any non-competes.
USCIS Announces Adjustments to Thresholds in International Entrepreneur Parole Rule
US Citizenship and Immigration Services (USCIS) published a final rule adjusting the investment and revenue thresholds for International Entrepreneur Parole program (IEP) eligibility, effective October 1, 2024.
Crossing Borders: Key Considerations for International VC Investments
You’re a foreign angel investor or venture fund looking to invest in start-ups located in the United States and are wondering: What are the differences in terms that I can expect? What other considerations should I know about? Well, we are here to outline some of the key considerations for international venture capital investors investing in the US.
Acing Your First Start-up Board Meeting: Board Deck Tips
You’ve worked day and night getting your start-up off the ground and have been fortunate enough to attract investors who have funded your start-up, who now have a seat on your board of directors. Now comes a big milestone: your first board meeting with investor directors. You want to impress them and reinforce their decision to make an investment in your start-up. But how do you pull together a deck that wows without overwhelming them? The key is crafting a clear narrative that quickly gets to the point. In this article, we’ll walk through best practices for creating a compelling board deck — from outlines to visuals — so you can ace that presentation with confidence. With the right preparation, your first board meeting will be a success.
Maryland Enacts Sweeping Privacy Reform
Members Gregg Benson, Daniel DeWolf, and Associate David Salamon co-authored an article in ALI CLE’s The Practical Lawyer discussing the tax implications and strategies for converting a start-up organized as an LLC into a corporation. Their article specifically dives in on the potential benefits of the Qualified Small Business Stock (QSBS) rules under Section 1202 of the Internal Revenue Code.
The Qualified Small Business Stock Issues Affecting Conversion Of An LLC Into A Corporation, as published in the practical lawyer
Members Gregg Benson, Daniel DeWolf, and Associate David Salamon co-authored an article in ALI CLE’s The Practical Lawyer discussing the tax implications and strategies for converting a start-up organized as an LLC into a corporation. Their article specifically dives in on the potential benefits of the Qualified Small Business Stock (QSBS) rules under Section 1202 of the Internal Revenue Code.
Preparing a VC-Backed Company for an Exit Event
Initial public offerings (IPOs) and M&A exits are the two most common means of achieving liquidity in a private company. This article addresses an acquisition transaction, which requires preparation and oversight that many founders and managers need to learn as they go. Although getting to an M&A exit event is by no means a guarantee, nor is it the desired path for every founder, there are several things that founders and the company management team can do to ensure that the M&A process goes smoothly.
In Split Vote, FTC Approves Controversial Final Rule Banning Most Post-Employment Non-Competes; Rule Already Subject to Challenge in Court
On April 23, 2024, by a 3-2 margin, the FTC voted to finalize its controversial non-compete rule, which, generally, will prohibit businesses from entering into non-compete agreements with nearly all workers across the U.S. going forward and invalidate the existing non-competes of nearly 30 million workers.
MintzTech Connect: All Things Technology — March 2024
We lead off this MintzTech Connect with a client alert on the Corporate Transparency Act (CTA). The second article is about 409A valuations — mastering the art and science in the volatile venture market. Additionally, we provide you with Mintz’s year in review of laws impacting employee non-competition, non-solicitation, and non-disclosure agreements. Lastly, we offer an overview of key action items start-up boards will want to consider on an annual basis.
New Jersey Adopts a Comprehensive Data Privacy Law
2023 was a record-breaking year, with legislators in Delaware, Indiana, Iowa, Montana, Oregon, Tennessee and Texas passing comprehensive data privacy laws, joining California, Colorado, Connecticut, Utah and Virginia. Already 2024 is on pace to beat 2023’s record year, as New Hampshire (New Hampshire Privacy Act, SB 255-FN), New Jersey (New Jersey Privacy Act, SB 332) and Kentucky (HB 15) lawmakers have already passed comprehensive privacy laws. This post provides the details and information you and your business need to know about the New Jersey Privacy Act (NJPA), signed into law by Governor Phil Murphy. You can find our discussion regarding the New Hampshire Privacy Act here.
Important Updates to the New York LLC Transparency Act
The New York LLC Transparency Act (NYLTA) has recently been amended. The key take-aways are as follows:
Effective Date has been pushed back a year to January 1, 2026.
Reporting Companies formed or registered in New York prior to January 1, 2026 will have until January 1, 2027 to provide initial reporting information.
Reporting Companies formed or registered in New York after January 1, 2026 will be required to provide initial information within 30 days after formed or registered in New York.
Set forth below in additional detail is an updated Client Alert on the NYLTA.
Everything You Always Wanted to Know About California’s Workplace Violence Prevention Plan (But Were Afraid to Ask) - Answers to 10 Frequently Asked Questions On California’s New Law
Beginning July 1, 2024, a new California law (SB 553) will require most California employers to establish workplace violence prevention plans. We answer 10 frequently asked questions about the new law below.
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