Jeremy Glaser 7/20/22 Jeremy Glaser 7/20/22

INSIGHT: Important Matters to Consider When Facing a Possible Down Round Financing

The financial press has been reporting that investors are concerned that the United States economy may be heading toward a recession. In light of this and other factors creating uncertainty in the financial markets, investors are questioning the valuations that companies achieved during the heady times of 2020 and 2021, and are indicating that if a company needs to raise funds, they may need to consider a “down round” financing. A down round financing is when a company’s valuation is lower and its shares are sold at a lower price per share than the company’s most recent financing round.

Guest Contributor 5/9/22 Guest Contributor 5/9/22

Determining Entity Status Before the United States and Patent Trademark Office: Large, Small, or Micro?

When filing any patent application with the United States and Patent Trademark Office (USPTO), patent applicants must designate their entity status. Selecting the correct entity status can significantly reduce costs, so it is important to determine the correct entity status and update the status as needed throughout a patent’s and patent application’s life. Below is a discussion on how a patent applicant or patentee can determine their entity status and change their entity status after an initial designation, if appropriate.

Alex Civetta 4/27/22 Alex Civetta 4/27/22

Six Common Contract Traps: A Field Guide

By Alexander Civetta

Here, I present a basic field guide to help you spot and navigate six of the most common and most impactful traps you may encounter out there in the wild, in no particular order.

Robyn Stewart 11/29/21 Robyn Stewart 11/29/21

Delaware Supreme Court Upholds Advance Waiver of Statutory Appraisal Rights

Delaware Supreme Court Decision Affirms Key Component of “Drag Along” Critical for M&A Exits for Venture-Backed Companies

Robyn Stewart 11/22/21 Robyn Stewart 11/22/21

NEW RULE 148 TO EXEMPT “DEMO DAYS” FROM GENERAL SOLICITATION

Effective as of March 15, 2021, the SEC adopted the new Rule 148 which permits entrepreneurs to speak more openly about opportunities for investment in their new enterprises at “Demo Days.” Outlined here are the essential elements of the new Rule 148.

Guest Contributor 11/10/21 Guest Contributor 11/10/21

Crowdfunding Considerations for Early Stage Companies

The SEC expanded its capital raising rules for Regulation Crowdfunding. Since, there has been significantly more interest from start-ups to make use of the expanded investment opportunities. This article highlights key considerations for start-ups raising capital by crowdfunding.

Guest Contributor 10/19/21 Guest Contributor 10/19/21

Corporate Boards' Role In Workplace Vaccine Mandates

Given the importance of the employee stakeholder to the corporate mission, and the board's obligation to manage corporate risks associated with employee health and welfare, corporate boards may have a role in workplace vaccination mandates.

Guest Contributor 10/13/21 Guest Contributor 10/13/21

California Legislature Passes New Key Privacy Laws, Expected to Be Signed Next Week

California lawmakers wrapped up this year’s legislative session, passing roughly 900 bills this year. Among those were only a few privacy initiatives, which we outline in this article.

Guest Contributor 9/29/21 Guest Contributor 9/29/21

Waivers of Obligations and Deadlines under the Investors’ Rights Agreement

Founders should understand and appreciate each of the new requirements to which they are subject by virtue of their company’s IRA. This article reviews two provisions of the IRA where a company’s management team might find itself stymied if it fails to appreciate the relevant deadlines and deliverables, many of which may not have applied to the company before it took on new investments.

Guest Contributor 9/21/21 Guest Contributor 9/21/21

FTC Personal Health Records Breach Rule Applies to Health App and Connected Device Developers

On September 15, 2021, the FTC issued a Policy Statement offering guidance on the scope of the FTC’s Health Breach Notification Rule. The Breach Rule applies to a wide range of health apps where identifiable health information is involved.

Guest Contributor 8/17/21 Guest Contributor 8/17/21

What You Need to Know To Be An Effective Board Member For a Private Company

By Bertie Magit

While many materials instruct directors on their fiduciary duties, there are fewer resources available addressing the day-to-day responsibilities delegated to directors. This article helps directors and companies understand the general areas of responsibility of directors.

Guest Contributor 8/10/21 Guest Contributor 8/10/21

Another Court Orders Production of Cybersecurity Firm’s Forensic Report in a Data Breach Case

Another district court just ordered the defendant in a data breach class action to turn over the forensic report it believed was entirely protected from disclosure by the attorney-client privilege and work product doctrine. The court granted the motion to compel Rutter’s to produce its investigative report (the “Kroll Report”), which was created after the defendant was notified of a potential breach.

Cynthia Larose 8/2/21 Cynthia Larose 8/2/21

And Now There are Three…. The Colorado Privacy Act

Colorado has now joined California and Virginia to become the third US state to pass a comprehensive data privacy legislation when Governor Jared Polis signed the Colorado Privacy Act (the “CPA”) into law on July 8, 2021.

Guest Contributor 8/2/21 Guest Contributor 8/2/21

New York City Offers Up to $20 million to Projects Selected from Life Sciences Innovation Infrastructure RFP

The New York City Economic Development Corporation (the “NYCEDC”) is seeking proposals from not-for-profit organizations and not-for-profit/for-profit joint ventures to support New York City’s life sciences community.

Guest Contributor 8/2/21 Guest Contributor 8/2/21

Managing Multiple Bidders in the Sale of a Company

When selling a company through a competitive auction process, a seller may have multiple bidders seeking to purchase the target company. Having multiple bidders compete to purchase the target company can be advantageous to the seller for several reasons.

Cynthia Larose 6/8/21 Cynthia Larose 6/8/21

White House to Business: “Take Ransomware Crime Seriously”

By Cynthia Larose

As we come out of the COVID-19 pandemic, another type of infection is threatening businesses as ransomware continues to spread. A roll call of entities have experienced major ransomware attacks just in the past few weeks.

Guest Contributor 3/23/21 Guest Contributor 3/23/21

Restricted Stock Units Unpacked

By Jacob Neumark

For many startup companies, compensating directors, officers, and employees can pose quite the challenge. While startup companies want to lure top talent, and incentivize workplace continuity and employee buy-in, they are often stressed for capital, and need to keep overhead costs low. One common approach to balancing these interests is for companies to offer restricted stock units (“RSUs,”) to their directors, officers, and employees as a form of compensation.

Ben Stone 3/4/21 Ben Stone 3/4/21

Public Benefit Corporations are Going Public

By Ben Stone

As society increasingly expects corporations, large and small, to generate positive social impact alongside profits, many entrepreneurs and executives are incorporating their companies as, or converting to, Public Benefit Corporations (“PBCs”).

Dan DeWolf 1/6/21 Dan DeWolf 1/6/21

"Gig" Workers May Become Eligible to Receive Equity Compensation

By Dan DeWolf and Sanjana Ramkumar

The Securities and Exchange Commission (the “SEC”) recently voted to propose temporary rules to permit companies to provide equity compensation to certain workers known as “gig” or “platform” workers.

Guest Contributor 10/29/20 Guest Contributor 10/29/20

Fact-Specific Inquiry: Deciding Between Trade Secret and Patent Protection

By Adam P. Samansky and Nicholas W. Armington

Innovations that are eligible for patent protection are often vital to a company’s revenue stream and profitability, but in some cases, opting for trade secret protection is a better strategic choice.

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