The Corporate Transparency Act, designed to combat the use of shell companies for illicit purposes and increase ownership transparency in corporate structures, takes effect on January 1, 2024

This Update discusses how the Corporate Transparency Act rules will affect directors and senior officers of CTA reporting companies, in particular. All senior officers, directors and their advisers, and counsel should be aware of these rules and potential implications.

Michael Glenn and guest host Andy Pettit visit the 2023 Austin Startup Week Crawl.

California Governor Gavin Newsom signed Senate Bill 54 into law on October 8, 2023, to take effect March 1, 2025, for all investments made during calendar year 2024. The law will require “covered entities” to report the demographic information of “founding team members” of all companies in which the covered entity has invested.

The Federal Communications Commission recently adopted a Notice of Proposed Rulemaking to reestablish its authority over broadband internet access service by reinstating its net neutrality rules.

California Governor Gavin Newsom signed two climate disclosure bills into law on October 7, 2023. They will impose significant reporting obligations on thousands of companies doing business in California.

Sometimes startup equity is owned by departed founders, employees, and investors who are no longer contributing to the company.

As startup lawyers, we often receive inquiries from passionate entrepreneurs and founders seeking guidance on when they should consider taking their side projects to the next step by forming a legal entity.

As reported in our recent blog post, “SEC Imposes New Burdens on Registered and Exempt Private Fund Advisers,” the U.S. Securities and Exchange Commission (the SEC) has adopted significant new rules under the Investment Advisers Act of 1940 (the Advisers Act) that apply to investment advisers to private funds that are registered with the SEC.

As we reported in our recent blog post, “SEC Imposes New Burdens on Registered and Exempt Private Fund Advisers,” the U.S. Securities and Exchange Commission (the SEC) has adopted significant new rules under the Investment Advisers Act of 1940 (the Advisers Act) that apply to the investment advisers of private funds.

US venture capital (VC) experienced a significant retrenchment in 2022 that deepened in the first half of 2023. This retrenchment was primarily driven by steep and continued increases in interest rates, valuation mismatches, the banking crisis, large public tech companies pivoting from a growth focus to an efficiency and profitability focus, and a lack of exit opportunities.

The U.S. Food and Drug Administration (FDA) released a new set of guidelines on August 15, 2023, concerning informed consent (Final Guidance).

The Washington Court of Appeals has held that investment funds are subject to Washington state business and occupation tax on their investment income. Although Washington law allows taxpayers to deduct “amounts derived from investments” from their gross income, the court concluded that the deduction was limited to investments “incidental to the main purpose of a business.”

Regulated gaming is booming in the United States. This is particularly true of newer forms of gambling, such as skill games, fantasy sports, and social casino games played on the internet and mobile applications.

The newspace industry is seeing an increase in space launches and new entrants to the field. Companies engaged in this progressive market need to protect the tech innovations that give them a competitive edge.

Crafting an appropriate AUP for generative AI is a process that requires careful consideration and collaboration across multiple departments. Each policy will be different, reflecting the company’s business needs and culture, the nature of the intended uses of such tools, and the company’s level of risk tolerance in light of its industry and the applicable evolving legal and regulatory landscape.

The Bureau of Economic Analysis of the U.S. Commerce Department is the government agency that prepares important statistics and objective data about the U.S. economy, including the U.S. gross domestic product. As part of its data-gathering process, the BEA makes use of a variety of surveys and other reports submitted to it by U.S. business enterprises and individuals. Two of BEA’s most comprehensive five-year benchmark surveys have impending filing deadlines and must be submitted by those U.S. businesses and persons to which they apply.

While sophisticated participants in private markets have historically been seen as capable of bargaining for information or withstanding losses better than mom-and-pop investors, current events signal that the U.S. Securities and Exchange Commission intends to increase regulation and scrutiny of private companies.

The Washington Supreme Court upheld the state's capital gains tax in a 7-2 decision, overturning Douglas County Superior Court’s ruling that the tax is an unconstitutional tax on income.

The recent failures of Silicon Valley Bank and Signature Bank have roiled the banking sector and stock markets. They also have also caused many companies to consider their cash positioning.

A reference chart comparing certain key characteristics of demand deposits with government securities, money market funds, and other short-term cash management instruments. Please note that the chart is for informational purposes only and not for the purpose of providing legal or investment advice. 

In the three days since federal authorities announced sweeping measures to protect depositors of Silicon Valley Bank (SVB) and Signature Bank and help prevent additional bank failures (as discussed in our update of March 12, 2023), the U.S. banking system appears to have stabilized, at least temporarily. 

At 6:15 p.m. ET on March 12, 2023, the Department of the Treasury, Federal Reserve, and FDIC announced “actions enabling the FDIC to complete its resolution of Silicon Valley Bank, Santa Clara, California, in a manner that fully protects all depositors. Depositors will have access to all of their money starting Monday, March 13” (emphasis added).

An overview of the failure of Silicon Valley Bank (SVB) and what we expect to happen next. This reflects information as of 4:00 p.m. PT on March 11, 2023. We note that it is an evolving situation; we will provide updates as warranted in the coming days. Please contact your Perkins Coie lawyer or email SVBSupport@perkinscoie.com with questions or for assistance.

In a recent ruling, the National Labor Relations Board found an employer violated the National Labor Relations Act when it offered furloughed employees a severance agreement that included overbroad nondisparagement and confidentiality provisions.

The Seattle City Council became the first U.S. jurisdiction to identify caste as a protected class under its Human Rights Code on February 21, 2023, when it passed CB 120511, “An Ordinance Relating to Human Rights; Including Protections Against Discrimination Based on an Individual’s Caste.”

The FTC recently announced its annual adjustments to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and interlocking directorate thresholds. Notably, the minimum HSR size-of-transaction threshold has increased from $101 million to $111.4 million. There is a new filing fee schedule resulting from the enactment of the Merger Filing Fee Modernization Act of 2022, which will significantly increase filing fees for transactions valued in excess of $500 million and decrease them for transactions valued under $161.5 million. The new HSR jurisdictional and filing fee thresholds will be effective as of February 27, 2023, while the revised interlocking directorate thresholds are already in effect.

Perkins Coie’s survey of 150 industry stakeholders involved in XR and next-gen technology, which encompasses technological advancements such as Web3 and the metaverse, shows that immersive technology has reached a critical point.

Perkins Coie attorney Kevin Feldis explains how effective ESG plans give startup companies a competitive edge. This includes recruiting top talent, communicating priorities, and other factors that increase long-term value.

With Congressional, state, and local elections fast approaching on November 8, employers should ensure that their supervisors and human resource departments understand applicable election-related leave laws.

New Jersey has become the latest state to pass a law governing some types of automatically renewing subscriptions.

Now that you’re a VC-backed company, chances are you’re about to go hire a bunch of employees with those funds. Your investors are looking to you and your board to comply with the law and protect their investment from employee-related risks.

Earlier this month, the Federal Communications Commission released a Notice of Inquiry directed at advancing the space economy by examining in-space servicing, assembly, and manufacturing activities.

President Biden signed into law the Inflation Reduction Act on August 16, 2022, which, among other things, uses the tax code to slow the effects of climate change by significantly investing in clean energy and reducing of greenhouse gas emissions by 40% by 2030.

Responsible for lowering the cost to access space, the "newspace" industry has been developing new and fast-moving business models that have opened up new markets.

Businesses that allow customers to sign up for automatically renewing subscriptions must comply with a patchwork of state and federal regulations.

Perkins Coie and XR Association survey of over 160 professionals found that immersive technology’s prospects have been strengthened by the pandemic.

The U.S. Department of Labor’s Occupational Safety and Health Administration issued its long-awaited emergency temporary standard requiring all employers with a total of 100 or more employees to mandate vaccination and/or weekly COVID-19 testing. OSHA also released a comprehensive FAQ to address questions.

This first substantive installment in our multipart series addresses arguably the most significant implication of AMLA 2020: a new and expansive requirement to disclose corporate beneficial ownership, set out by the Corporate Transparency Act.

The Biden administration announced on May 11, 2021, that it is restoring a never-fully-utilized Obama-era program allowing foreign entrepreneurs to temporarily stay in the United States to oversee and grow their startup businesses.

On April 25, 2021 the Washington Legislature passed Senate Bill 5096, a state capital gains tax on individual residents of the State of Washington. This update was originally published on April 30, 2021, with the title "Washington’s New 7% Capital Gains Tax Questions Answered."

On April 15, 2021, in response to the ongoing COVID-19 situation, the U.S. Internal Revenue Service issued a temporary deviation from the handwritten signature requirement for a limited list of tax forms. This issue includes elections under Section 83(b) of the Internal Revenue Code, allowing taxpayers and representatives to use electronic or digital signatures when signing such forms. The IRS memorandum was issued about a month after Perkins Coie LLP, Carta.com, and other coalition partners sent a letter to the IRS specifically requesting such temporary relief.

The accelerating trends of Special Purpose Acquisition Companies (SPACs)  going public and private companies being acquired by SPACs do not appear likely to abate anytime soon. In response, the SEC made several public statements in recent weeks highlighting their scrutiny of SPACs and the risks for all parties involved. This update analyzes the SEC’s recent public statements and identifies key issues for SPAC participants to consider.

On New Year’s Day 2021, Congress overrode a presidential veto to pass the Anti-Money Laundering Act of 2020 (AMLA 2020), which amends and modernizes the Bank Secrecy Act (BSA).

As the government revives its Paycheck Protection Program (PPP) with hundreds of billions of dollars in additional loans available to small businesses, there are fresh signs that government fraud investigations and whistleblower litigation related to the loan program are ramping up.

The Small Business Administration (SBA) has announced that they will reopen their portal for Paycheck Protection Program (PPP) loans for eligible borrowers beginning the week of January 11, 2021, after being shut down since August 8, 2020, when the prior congressional authorization for PPP loans expired.

The holidays came a bit late this year for stakeholders in the uncrewed aircraft industry when, on December 28, 2020, the Federal Aviation Administration (FAA) released its long-awaited rules on Remote ID, operations over people and moving vehicles, and night operations.

The U.S. Senate and House of Representatives, on December 21, 2020, approved H.R. 133, referred to as the “Consolidated Appropriations Act, 2021.”

In the 2020 Augmented and Virtual Reality Survey conducted by Perkins Coie LLP, Boost VC, and the XR Association, nearly three-quarters of industry leaders polled indicated that they expect immersive technologies to be mainstream within the next five years. 

Prior to January 1, 2021, all employers with five or more employees in California must provide one hour of sexual harassment and abusive conduct prevention training to nonsupervisory employees and two hours of sexual harassment and abusive conduct prevention training to any supervisors and managers once every two years.

The U.S. Department of Labor (DOL) will see significant changes under a Biden administration.

The U.S. Securities and Exchange Commission (SEC) recently announced that it adopted final rules to simplify the “patchwork” framework for exempt offerings under the Securities Act of 1933.

On Election Day 2020, California voters approved Proposition 22 which allows some gig economy companies to continue to classify drivers as independent contractors.

Over the course of the last week, the Small Business Administration (SBA) has reportedly begun quietly questioning borrowers who had received Paycheck Protection Program (PPP) loans about the “necessity” of their loans.

California’s legislative session closed with the state Assembly and Senate signing nearly 40 bills related to employment.

In this episode, Jason Schneiderman sits down with Ryan Horrigan to discuss how the company uses of AI with voice, texting, and camera input to build more personalized and immersive gameplay.

The U.S. Securities and Exchange Commission adopted amendments on August 26, 2020, to update the definition of “accredited investor” in Rule 501(a) of the Securities Act of 1933.

While debates in Congress continue regarding extending or providing additional COVID-19 relief legislation, the Small Business Administration (SBA), U.S. Department of Treasury (Treasury), and lenders under the Paycheck Protection Program (PPP) are preparing for the next wave of activity for PPP loans.

On Friday, July 31, 2020, the Internal Revenue Service (IRS) issued proposed regulations under Section 1061 of the Internal Revenue Code.

This update amends our prior publication on June 5, 2020, and contains new information based on additional guidance provided by the Federal Reserve on June 8, 2020.

This update amends our prior publication on May 4, 2020, titled Federal Reserve Announces Changes to Main Street Lending Program and contains new information based on additional guidance provided by the Federal Reserve on May 27, 2020.

The U.S. House of Representatives, on May 28, 2020, passed with bipartisan support H.R. 6886, referred to as the Paycheck Protection Program Flexibility Act of 2020.

On May 15, 2020, the Small Business Administration (SBA) released an application for loan forgiveness under the Paycheck Protection Program (PPP).

The COVID-19 pandemic is rapidly cutting a wide swath of change in the entertainment industry.

The COVID-19 Right of Recall Ordinance requires that airport, hotel, event center, and commercial property employers offer a laid off worker, in writing, any position which is or becomes available after the effective date of the ordinance (listed as June 14, 2020) for which the laid off worker is qualified.

The COVID-19 Worker Retention Ordinance applies to airport, hotel, event center, and commercial property businesses and works in tandem with the COVID-19 Right of Recall Ordinance.

Los Angeles County enacted the COVID-19 Worker Protection Ordinance on April 28, 2020.

The Federal Reserve Board released updated guidance on its Main Street Lending Program (Main Street Program) on April 30, 2020. Authorized under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) and previously announced on April 9, 2020, the Main Street Program will indirectly offer loans to small- and medium-sized businesses to alleviate economic distress caused by the spread of COVID-19.

The Coronavirus Aid, Relief, and Economic Security Act (CARES Act), signed into law on March 27, 2020, established the Paycheck Protection Program (PPP), a loan program that made $349 billion available to small businesses using the Small Business Administration’s (SBA) existing 7(a) loan program.

Perkins Coie, XR Association, and boost VC surveyed nearly 200 professionals representing startups, enterprise technology firms, and investors for their insights on the trajectory of the immersive technology industry.

No legal development over the past decades has had a greater impact on the free flow of information and technology than the rise of the open access and open source movements.

With the current coronavirus outbreak causing unprecedented social and economic upheaval and suffering, we take a look at the leading disruptive IT-related technologies to see what impact— positive, negative, or none at all—these technologies are having in our efforts to combat the effects of the coronavirus and what role these technologies could play in identifying and mitigating future pandemics.

The Families First Coronavirus Response Act was passed by the U.S. House of Representatives shortly before 1:00 a.m. on March 14, 2020.

The Committee on Foreign Investment in the United States (CFIUS) published two final rules on January 17, 2019, to implement the Foreign Investment Risk Review Modernization Act (FIRRMA) enacted in August 2018.

U.S. Citizenship and Immigration Services (USCIS) announced on December 6, 2019, that it has completed testing and will implement a new online registration process for the upcoming H-1B cap-subject visa season that begins on March 1, 2020.

California Governor Gavin Newsom passed Senate Bill 188, known as the Creating a Respectful and Open Workplace for Natural Hair (C.R.O.W.N.) Act, earlier this month which expanded existing anti-discrimination state law to protect employees and students from discrimination based on natural hairstyles.

Perkins Coie partnered with PitchBook and National Venture Capital Association (NVCA) on the newly published Venture Monitor.

Perkins Coie surveyed 200 startup founders, technology company executives, investors and consultants on key challenges and opportunities in the immersive technology space.

Last week, the Washington State Legislature passed a proposal that, once signed into law, will significantly restrict the use of noncompetition agreements in Washington.

Google won summary judgment in Rivera v. Google, a privacy class action alleging violations of the Illinois Biometric Information Privacy Act (BIPA). The case involved “face grouping,” a feature that enables Google Photos to automatically sort and group the photographs in a user’s private account, based on visual similarities between the images of faces in the photos. The court held that any alleged collection of “biometric information” or “biometric identifiers” stemming from this feature did not cause an injury-in-fact sufficient to confer Article III standing. This update summarizes the decision, which may be relevant to clients involved with biometric technology, as well as other clients facing litigation where a no-injury defense may be applicable.

Should you file a patent application or keep your innovation a trade secret? This question is routinely asked by key decision makers, such as inventors, managers, and legal counsel, when evaluating a new invention. While either choice comes with its own set of advantages and trade-offs, an often ignored third option also exists: publishing a technical disclosure of your innovation on a publicly searchable database.

On October 10, 2018, CFIUS issued interim pilot program regulations to review foreign investments in critical technologies to consider whether foreign investment might be eroding U.S. technological superiority.

A recent decision by Delaware’s Chancellor Bouchard, Carr v. New Enterprise Associates, Inc., highlights the potential governance challenges and risks that arise in two financing scenarios encountered by emerging companies, including those backed by venture or private equity funds. 

There have been several recent developments that may give rise to optimism among innovative, commercially oriented contractors that have been avoiding DOD.

This update was published in Law360 "It May Be Time For Companies To Reconsider DOD Contracts," on 07.06.2018.

Perkins Coie surveyed 140 startup founders, technology company executives, investors and consultants on key challenges and opportunities in the AR/VR space.

The 2017 Tax Cuts and Jobs Act, signed by President Trump last month, significantly affects the ability of the managers of investment funds to receive long-term capital gains with respect to their carried interest.

The state of Washington’s new paid sick and safe time requirements became effective January 1, 2018.

In its most significant action since issuing the DAO Report in July 2017, the SEC again took aim at initial coin offerings on December 11, 2017, when, through its new Enforcement Cyber Unit, the SEC entered into an administrative settlement with Munchee, Inc., for conducting unregistered offers and sales of securities.

The recent tax reform bill, commonly referred to as the Tax Cuts and Jobs Act of 2017 (the Act), was signed into law on December 22, 2017. The Act includes a new income tax deferral regime for certain employee stock options and restricted stock units (RSUs) granted by eligible private corporations under broad-based programs that are exercised or settled after December 31, 2017.

Effective January 1, 2018, California employers with five or more employees are prohibited from asking about a prospective employee’s criminal conviction history until a conditional job offer has been made. 

Governor Jerry Brown signed S.B. 63 last month, which makes CFRA applicable to businesses with 20+ employees.

Governor Jerry Brown signed A.B. 168 last month, which prohibits employers from asking job applicants for salary history information.

Our fifth edition of The Public Company Handbook:  A Corporate Governance and Disclosure Guide for Directors and Executives, provides a “plain English” guide for directors, officers and other executives seeking to familiarize themselves with legal and other board and management issues facing public or soon-to-be-public companies.

An initial public offering is the realization of a dream for many entrepreneurs, executives, board members and stockholders, a singular achievement that demonstrates their success in building a strong business and creating value for owners, employees and customers. View The IPO Handbook.

The U.S. Citizenship and Immigration Services and Department of Homeland Security last week proposed a new rule that will allow certain immigrant startup founders to receive “parole” or temporary permission to live and work in the United States.

The Indian government announced on June 20, 2016 new rules for foreign direct investment (FDI), allowing for up to 100% FDI in certain sectors, including defense and civil aviation.

Several recent public statements make it clear that both the DOJ and the SEC are focused on finding fraud and other civil and criminal violations at private Silicon Valley companies.

Perkins Coie and Upload surveyed more than 650 startup founders, executives with established technology companies and investors on the future of augmented and virtual reality.

Tucked into the 490 pages of the Highway Transportation Bill that President Obama signed into law in December 2015, known as the Fixing America’s Surface Transportation Act (FAST Act) and which largely deals with transportation and infrastructure funding, are several securities law-related provisions.

President Obama signed into law the Protecting Americans from Tax Hikes Act of 2015 (the PATH Act) on December 18, 2015.  Among other provisions, the PATH Act provides that the 100 percent exclusion from gross income of certain capital gains from sales of qualified small business stock will apply to all investments made after September 27, 2010, including investments made in 2015 that were not eligible for the exclusion prior to the passage of the PATH Act. 

Washington state approved significant amendments to its Limited Liability Company Act earlier this year that will become effective on January 1, 2016.

Employers should take immediate action to ensure that they are properly classifying their workers in light of new guidance released on July 15, 2015, by the U.S. Department of Labor (DOL).

The Bureau of Industry and Security (BIS) recently issued a proposed rule that would require an export license for specified cybersecurity items to all destinations, except Canada.

To improve customer experience and understand customers’ movements and interactions on their premises, retailers, hotels and other brick-and-mortar businesses increasingly use signals from mobile devices to observe their customers’ movements.

Idaho recently joined the ranks of the District of Columbia and 26 other states that have passed benefit corporation legislation.  The Idaho Benefit Corporation Act, S.B. 1076, becomes effective July 1, 2015, and provides new Idaho corporations with the ability to incorporate as benefit corporations.  The law also provides existing Idaho corporations the ability to elect to become a benefit corporation.

When the White House recently announced that it was extending sanctions against Russia for another year, it cited a continued “unusual and extraordinary threat” from Russia’s activities in Ukraine.  President Obama also signed the Ukraine Freedom Support Act of 2014 at the end of last year, which authorized the White House to enact further sanctions on Russia.

In December 2014, the Securities and Exchange Commission (SEC) proposed rules to implement Title V and Title VI of the Jumpstart Our Business Startups Act (JOBS Act), which permit early stage companies to defer registration . . . 

In this update, Perkins Coie shares some recent developments in immigration law, including when the next H-1B filing period will commence and a summary of recent executive actions on immigration that will impact businesses.

There was much fanfare around the passing of the JOBS Act, especially around the relaxation of the securities laws with respect to the use of “general solicitations.”  Notwithstanding the excitement in the blogosphere, the revised rules also come with some hidden costs that CEOs should be aware of and that make using a “general solicitation” in fundraising less attractive.

Starting June 12, 2014, Washington law allows for the “conversion” of Washington corporations and limited liability entities into a variety of other business entities in Washington and other states through the simple adoption of a plan of conversion and the filing of articles of conversion with the Secretary of State.

The Chief Counsel of the SEC’s Division of Trading and Markets recently issued an important no-enforcement letter regarding the status of a person engaged in effecting transactions in connection with the transfer of ownership of a privately held company. This SEC letter is notable not only for the conclusions that it reaches but also for the fact that it follows a significant speech by the same SEC staff lawyer regarding the same and related broker-dealer status questions.

In the early stages of formation, the value of your company is most likely close to zero.  Obviously, using zero as your valuation is not going to help you find investors, because while they might appreciate your honesty, they will immediately see your lack of business experience.  But what is the best way to determine valuation? As you will find out, it is more of an art than a science.  Read the full article.

The Securities and Exchange Commission (SEC) took a giant step in fulfilling its rulemaking obligation under the 2012 Jumpstart Our Business Startups (JOBS) Act last week when it released proposed Regulation Crowdfunding.

On September 23, 2013 the new Securities and Exchange Commission (SEC) rules permitting general solicitation and advertising of private securities offerings pursuant to the Jumpstart Our Business Startups Act of 2012 (JOBS Act) go into effect.

In response to the SEC’s first civil complaint arising from online virtual currency trading, alleged Bitcoin Ponzi schemer Trendon Shavers recently challenged the district court’s authority to hear the case.

On July 1, 2013 the FTC’s amended COPPA Rule went into effect. On the same day, the commission also released a six-step compliance plan to aid businesses in complying with the new rule. On July 26, the commission issued further guidance on the rule, particularly as it applies to social network plug-ins and ad networks, in the form of updated FAQs.

Following numerous revisions and opportunities for public comment, on May 30, 2013, U.S. Citizenship and Immigration Services (USCIS) released a Policy Memorandum for all USCIS employees regarding EB-5 adjudications.

When enacted on April 5, 2012, Title II of the Jumpstart Our Business Startups Act of 2012 (JOBS Act) endeavored to lift the long-standing ban on general solicitation and advertising for private securities offerings under Rule 506 and Rule 144A, so long as the securities are sold only to accredited investors under Rule 506 or qualified institutional buyers (QIBs) under Rule 144A.

In December 2012, the Federal Trade Commission (FTC) adopted final amendments to the Children's Online Privacy Protection Act (COPPA) Rule, which regulates how companies may collect information online from children under 13.  Last month, the FTC also issued an updated set of Frequently Asked Questions regarding the revised COPPA Rule.  The revised COPPA Rule went into effect today, July 1, 2013, and will impact "operators" of certain websites and online services for a long time to come.

On January 2, 2013, President Obama signed into law the American Taxpayer Relief Act of 2012 (the Act). Among other provisions, the Act provides that the 100% exclusion from gross income of certain capital gains from sales of qualified small business stock will apply to investments made after September 27, 2010 and before January 1, 2014, including investments made in 2012 that were not eligible for the exclusion prior to the passage of the Act.

On January 1, 2013, all employers with employees in California who are paid by commission will be required to have written contracts with those employees.  This law is a significant departure from the previous law, which only required employers based outside of California to have written contracts with their commissioned employees.

When a company with a controlling stockholder seeks to sell itself to a third party, the rights of the controlling stockholder and its obligations to minority stockholders are not always clear, tempting plaintiffs to test the boundaries of the controlling stockholder’s duties.

The SEC recently issued long-awaited proposed rules to remove existing general solicitation and advertising prohibitions for private offerings and sales of securities under Rule 506 and Rule 144A under the Securities Act of 1933, as amended.  These proposed rules implement Section 201(a) of the Jumpstart Our Business Startups Act (JOBS Act) enacted earlier this year.  The SEC's proposed amendments leave intact the existing ability of a company to conduct a Rule 506 offering (under Rule 506(b)) without engaging in general solicitation or advertising.

On May 24, 2012, Senator Patrick Leahy (D-Vermont) introduced legislation into the U.S. Senate that would make the EB-5 Regional Center Program permanent.  Senate Bill 3245 is co-sponsored by Senator Chuck Grassley (R-Iowa) and was referred to the Senate Judiciary Committee where it is pending committee action.  Senator Leahy previously secured short-term extensions of the EB-5 Regional Center Program, which is currently set to expire on September 30, 2012.

2012 may be the ideal year for Washington residents to make gifts.  The combination of the current Washington State tax laws and the change in the federal transfer tax structure presents a unique opportunity for residents to make large gifts to reduce the impact of the State estate tax.

As forecast, on March 27 the U.S. House passed the Senate's amended version of the Jumpstart Our Business Startups Act (the JOBS Act), clearing the way for President Obama to sign the bill into law, which he is expected to do in the coming days.

The Securities and Exchange Commission recently finalized its rules to conform the definition of “accredited investor” to the requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Four bills designed to help entrepreneurs raise capital are pending before Congress.  Three of the bills were passed by the U.S. House of Representatives and sent to the Senate in early November with nearly unanimous bipartisan support.  The fourth bill, HR 2167 - Private Company Flexibility and Growth Act, remains before the House of Representatives.

California, standing alone, has the eighth largest economy in the world, with a gross state product of nearly $2 trillion in 2010. It is no surprise that the state is an irresistible market for many leading (and emerging) companies with significant workforce populations. But California is also one of the most perilous jurisdictions for employers, featuring a harsh, unforgiving and sometimes unexpectedly quirky regulatory environment, all enforced by a large population of zealous plaintiffs’ lawyers. Doing business in California can be perilous indeed.

On September 14, 2011, the Subcommittee on Immigration Policy and Enforcement of the House Judiciary Committee, directed by House Judiciary Chairman Rep. Lamar Smith (R-TX), heard testimony from two venture capitalists in favor of Congress enacting the "EB-6 Startup Visa."

Is it the result of turbulent economic times, tighter bank financing, or the globalization of the private finance and investment world? We cannot say for sure what is fueling the interest, but an increasing number of our clients are asking about, exploring or already gaining the benefits of the EB-5 Immigrant Investor Visa Program.

At an open meeting of the Securities and Exchange Commission (SEC) on June 23, 2011, the SEC Commissioners approved a new rule defining “family offices.” Title IV of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) excluded family offices from the definition of investment adviser under the Investment Advisers Act of 1940 (Advisers Act) and thereby exempted family offices from the registration requirements under the Advisers Act, as amended by the Dodd-Frank Act. However, Section 409 of the Dodd-Frank Act also directed the SEC to adopt a rule defining the term “family office” in order to identify the entities eligible for the exclusion. On June 23, 2011, the SEC adopted such a rule.

The U.S. Supreme Court in Board of Trustees of Leland Stanford Junior University v. Roche Molecular Systems, Inc., ruled that the Bayh-Dole Act does not automatically vest title to inventions resulting from research funded by the federal government in federal contractors such as universities.

This well-established principle surprises many nonunion employers who mistakenly think that the federal law protecting union activities, the National Labor Relations Act ("NLRA"), does not apply to them.  The reality is that the NLRA protects nonunion employees in exactly the same way it protects employees engaged in union activities.

The final rules require companies to include disclosure regarding certain golden parachute arrangements in proxy statements relating to proxy solicitations seeking shareholder approval of a merger or similar significant corporate transaction, as well as in other types of SEC filings.

This update summarizes the key aspects of the final rules on the say-on-pay and say-on-frequency votes and provides practical advice on steps companies can take in anticipation of the upcoming proxy season.

The Securities and Exchange Commission recently proposed a new rule to conform the definition of “accredited investor” to the requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act.  In addition, the SEC’s proposed rules also clarify the treatment of debt secured by the property in the calculation of net worth.

On November 19, 2010, the Securities and Exchange Commission released two companion releases proposing new rules related to registration requirements for investment advisers to private funds, including hedge funds, private equity funds and other pooled investment vehicles.

On November 19, 2010, the Securities and Exchange Commission proposed a new rule, based on requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Financial Reform Act, defining “venture capital funds” for purposes of exempting advisers to these funds from registering under the Investment Advisers Act of 1940.

On October 12, 2010, the Securities and Exchange Commission proposed a new rule, based on requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Financial Reform Act, defining “family offices” that will be excluded from regulation under the Investment Advisers Act of 1940.

On September 27, 2010, President Obama signed into law the Creating Small Business Jobs Act of 2010 (the “Act”).  Among other provisions, the Act excludes from gross income for regular income and alternative minimum tax purposes 100% of the capital gains (subject to a per issuer limitation described below) of non-corporate taxpayers from investments in qualified small business stock made after September 27, 2010 and before January 1, 2011.  For investments in qualified small business stock made after December 31, 2010, only 50% of the capital gains generally will be excluded from gross income.

On June 30, 2010, the House of Representatives approved the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Financial Reform Act, a comprehensive and expansive set of financial reforms widely thought to be the toughest changes to financial regulation in the United States since the Great Depression.

On June 30, 2010, the House of Representatives approved the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Financial Reform Act, a comprehensive and expansive set of financial reforms widely thought to be the toughest changes to financial regulation in the United States since the Great Depression.

Congress has approved the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and President Obama has signed it into law.

On June 10, 2010, amendments to Washington's Limited Liability Company Act, which address the dissolution of a Washington limited liability company, took effect.

While the downturn in the economy has adversely affected the sellers of directors’ and officers’ liability insurance – much as it has companies in all sectors of the economy – investing in D&O insurance is still a wise course of action.  This Update offers nine suggestions for ensuring that a company’s directors and officers are adequately protected in this environment against potential liabilities that D&O insurance normally would pay.

Protection of directors from the expense of litigation is a key issue for both companies and directors. Most corporate bylaws make indemnification of directors to the fullest extent allowed by law mandatory.

On September 10, 2007, the IRS issued Notice 2007-78 providing limited relief and guidance for the deferred compensation tax rules of Internal Revenue Code Section 409A, including a limited extension until December 31, 2008 of the deadline to adopt documents that comply with Section 409A. This update summarizes the key aspects of the notice and offers practical tips for employers and other service recipients.

Internal Revenue Code Section 409A, along with recent changes in financial accounting rules, has significantly increased the focus of private companies on accurately valuing their common stock for purposes of granting options and other equity incentive awards. Section 409A has upped the ante by imposing severe tax consequences on individuals for certain stock-based compensation that does not comply with the new deferred compensation tax rules, including stock options granted with an exercise price that is less than the fair market value of the company's common stock on the grant date.

The deadline is rapidly approaching for amending nonqualified deferred compensation plans subject to Internal Revenue Code Section 409A to reflect certain transition relief provisions provided by IRS Notice 2005 1. If your plan has taken advantage of any of the following forms of transition relief, it must be amended by December 31, 2005.

Building and funding a life science company in a “move fast and break things” culture brings inherent challenges as the pressure to grow competes with the “do no harm” ethic and legal obligations to investors and customers.

Join Perkins Coie’s Startup & Investor Services team for a panel event as we tackle a list of curated questions specific to early-stage startups seeking to raise a series seed or series A financing.

Perkins Coie was a proud sponsor of the 2021 TechCrunch Early Stage Conference which was held virtually April 1-2.

In this webinar, experts from across the industry discussed highlights from the survey findings and their expectations for the future of XR technology.

At TechCrunch’s first virtual Early Stage conference, which Perkins Coie sponsored, Partners Matt Oshinsky and Michael Glenn were joined by Baris Aksoy of AV8 Ventures to discuss creating and protecting intellectual property value.

Ben Straughan and Mike Avent, together with University of Washington’s CoMotion Labs, to presented a webinar on the U.S. Small Business Administration’s Paycheck Protection Program (forgivable loans for small business) as it relates to startups.

Join us for a timely webinar that will address key considerations for businesses exploring the financing opportunities made available under the CARES Act. 

This two-part webinar series explores cash conservation strategies that startups should consider during times of increased market volatility. These include reductions in discretionary spending, employee retention options, and compliant deferrals, among other design considerations that can extend financial runways. 

We will resolve once and for all which security is the superior instrument for funding an early-stage technology company.

Which trends are seemingly here to stay, and which are symptoms of another financial cycle? This and other topics covered in the 3Q 2018 PitchBook-NVCA Venture Monitor.

Join us for IP Strategy & Protection, a Le[a]dBetter® educational event focused on helping engineers and startup company executives develop a sharp tactical plan for protecting their company's IP before they start and during the lifespan of the company.

Capital is the primary catalyst for business growth, yet only 7% of investor money goes to women-led startups (PitchBook). Join us for Engineering Success and Getting Others to Invest, a Le[a]dBetter® educational event focused on providing tips and best practices to help you define your product or service offering, refine it for the marketplace and attract the investors you need to get to the next level.

What is Net Neutrality? What does it mean for me as a consumer, or for my company as it places data on the internet?

Learn the benefits and the pitfalls of teaming up with corporate investors. While corporate investors bring unique benefits, they also result in unique challenges. Join us for a candid discussion with some of the leading strategic investors in Silicon Valley.

Our diverse panel (CEOs, VC, entrepreneur and marketing professionals) will discuss their top "need to know" points; from negotiating with VCs to incorporating to assembling the right team to protecting and commercializing your crown jewels.

Recently passed by Congress and signed into law by President Obama, the Jumpstart Our Business Startups ("JOBS") Act will significantly impact the way companies access capital markets as a result of the landmark changes it makes to existing securities laws. Join Perkins Coie panelists as they provide an overview of the act and explore the implications it may have on companies who are seeking to raise capital.

Recently passed by Congress and signed into law by President Obama, the Jumpstart Our Business Startups ("JOBS") Act will significantly impact the way companies access capital markets as a result of the landmark changes it makes to existing securities laws. Join Perkins Coie panelists as they provide an overview of the act and explore the implications it may have on companies who are seeking to raise capital.

Moderated by Donald Snead, the panel addressed a number of important issues relating to startup companies at various stages of development. Specific discussion topics included general information related to startups, best pitch practices, how to develop/follow a business plan, and other important legal considerations

Exciting and excruciating – making a start-up take flight.