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Board Warns Employers to Pare Back Overbroad Non-Disparagement and Confidentiality Provisions in Severance Agreements
Severance agreements offered to non-supervisory employees that include broad-based non-disparagement and confidentiality provisions are unlawful according to the National Labor Relations Board. The Board’s decision in McLaren Macomb, 372 NLRB No. 58 (Feb. 21, 2023), reverses Trump administration era Board decisions on this issue, and if upheld, may have far reaching consequences for both unionized and non-unionized workplaces.
New York State Offers Matching Investment Funds for Qualified Early Stage Start-Ups
New York Governor Kathy Hochul recently announced the establishment of a new initiative to match up to $30 million in funding received by early stage companies operating in New York. Through the Pre-Seed and Seed Matching Fund Program, start-ups could receive $50,000 to $250,000 to match investments in the form of convertible debt, a Simple Agreement for Future Equity (SAFE), or equity securities.
In this alert, we provide an overview of the program and its eligibility requirements.
Extending for Success: The Rising Trend of Extension Rounds and the Importance of Due Diligence
In light of a slowing market, companies that have already secured venture capital funding are increasingly resorting to extension rounds as a means of obtaining additional capital in an attempt to avoid a down round financing and extend their runway until the fundraising environment improves. Extension rounds can provide several strategic benefits for startups.
From the Edge - In the Boardroom: Special Edition - Lessons from Theranos
Our In the Boardroom: Practical Advice and Guidance podcast series features insights from Mintz Members Steve Osborn, Melanie Levy, and Tom Burton on a wide variety of topics specific to boards. With the conviction and 11-year sentence for former CEO Elizabeth Holmes, the team looks at the lessons to be learned from Theranos. The team discusses (1) the importance of open communication between board members and executives, (2) fostering a culture of compliance, and (3) tips for picking up on the early-warning signs.
MintzTech Connect: All Things Technology — December 2022
We lead off this edition of MintzTech Connect with an article initially published in The Deal titled “Top Five Ways to Accelerate Growth of Emerging Companies.” We have also included one of our podcasts regarding running an effective board meeting – a topic that should be of significant interest both to entrepreneurs and their lead investors. Finally, our Spotlight is on Ben Zises and his SuperAngel.Fund. In a short period of time, Ben has become an important player in the seed-stage financing world.
Do You Have The Rights? How to Maintain Investor Confidence When Using Third-Party Intellectual Property
Imagine the following scenario: You, as the founder of a business, have spent the past three years building your company. You have been bootstrapping until now, but the company is at a crossroads and in order to grow the company to its full potential, you have decided to turn to venture capital to attract additional funding. Because yours is a younger company, and therefore a riskier investment, your potential investors have decided to conduct thorough due diligence to allay some of their concerns. You suddenly think about the third parties whose intellectual property your company uses in its regular operation – you paid for access to that intellectual property so you are free to use it however and whenever you want, right?
“Ding Dong” -- FTC-Drizly Data Breach Settlement Will follow CEO Personally for a Decade
The Federal Trade Commission (“FTC”) announced on Monday that it is settling a case against Drizly and its CEO stemming from a 2020 data breach that impacted roughly 2.5 million consumers. The proposed order not only contains a laundry list of security-related obligations for Drizly that span twenty years, but also names and targets its CEO James Cory Rellas personally, hitting him with obligations that will follow him for a decade, even if he moves to other organizations. There are also hints that the FTC intends to elevate information security issues to boards of directors and other top-level executives.
FINCEN Publishes Final Rule on Beneficial Ownership Requirements - A Critical Step Towards Heightened Transparency in U.S. Financial System
FinCEN began the slow, arduous process towards a final set of regulations in April of 2021. Now, nearly eighteen months later FinCEN has published the first of three expected final rules. The first rule, published on September 30, 2022, deals with beneficial ownership reporting requirements and provides clarity regarding which entities must report BOI and what constitutes beneficial ownership (the “Final Rule”). While the full version of the Final Rule can be found on FederalRegister.gov, we further discuss these points and some additional components below.
From the Edge - In the Boardroom: Session 3 - Board Committees
In our third session, “Board Committees,” the team discusses the various types of committees, the role or purpose of committees, committee composition, ESG as it relates to committees, and board committee trends.
MintzTech Connect: All Things Technology — September 2022
We lead off this MintzTech Connect edition with an important technical article about the change in Delaware law regarding the broadening of the exculpation of officers. This is followed by an article about Mintz’s new special relationship with Antler, a global accelerator of early stage companies. We follow with highlights of two emerging companies: Adgile, which is reinventing out-of-home advertising; and Radicle Science, an AI-driven HealthTech enterprise that is reimagining clinical research.
From the Edge - In the Boardroom: Session 2 - Running an Effective Board Meeting
Our In the Boardroom: Practical Advice and Guidance podcast series features insights from Mintz Members Steve Osborn, Melanie Levy, and Tom Burton on a wide variety of topics specific to boards. For decades, Steve, Melanie, and Tom have guided companies from inception to exit, and have encountered, navigated, and mitigated innumerable board-related issues. From their experiences, you can learn a great deal. Let’s take a listen!
From the Edge - In the Boardroom: Session 1 - Board Basics
Welcome to our new podcast series In the Boardroom: Practical Advice and Guidance, featuring insights from Mintz Members Steve Osborn, Melanie Levy, and Tom Burton on a wide variety of topics specific to boards. They’ll answer all of your questions related to the “who, what, when, where, and how” of boards.
California Assembly Passes Sweeping Age-Appropriate Privacy Legislation
California is leading the way on privacy regulation --- again. The California State Assembly has passed AB 2273, which, if approved by the California Governor, would require businesses that provide online services, products, or features likely to be accessed by children or teens under the age of 18 to increase their privacy and safety protections.
Amendment to Delaware Law Permits Exculpation of Officers in Corporate Charters
Delaware has long permitted corporations to limit or eliminate monetary liability of directors from breach of fiduciary duty of care lawsuits. However, the same protections have not been afforded to a corporation’s officers. Effective August 1, 2022, the Delaware General Corporation Law has been amended to address this discrepancy.
Is a Public Benefit Corporation Right for Your Mission-Driven Business?
This article is geared towards founders who have an idea for a mission-driven business and want to know what to do next.
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.
MintzTech Connect: All Things Technology – May 2022
We lead off this MintzTech Connect edition with a Mintz Minute video on simple and fast ways to write an executive summary for a start-up company. We follow that with an article about the importance of stock vesting in start-up companies. Lastly, our company spotlight is on YUR Inc., a leader in accessible fitness technology in the gaming space.
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.
Six Common Contract Traps: A Field Guide
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.
MintzTech Connect: All Things Technology — December 2021
In this Tech Connect, we feature a video on the patentability of blockchain and cryptocurrency, followed by an article on SEC Rule 148 and an article on a recent Delaware Supreme Court decision regarding the advance waiver of appraisal rights. We then spotlight Miyoko’s Creamery, which offers consumers delicious, plant-based dairy-like products!
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