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Publications
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10.29.2013Crowdfunding Leaps Closer to Becoming a RealityUpdatesThe 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.
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09.15.2008Amendments to Form D Are Effective; Electronic Filing Required SoonUpdatesEarlier this year, the SEC amended its rules to revise the information required to be furnished on Form D and, after a transition period, to require the form to be filed electronically.
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12.27.2004Alan Beller, Director of the SEC's Division of Corporation Finance, Shares Views on Disclosure, Internal Control Attestations and 1933 Act ReformUpdatesIn late November 2004, Alan Beller attracted a packed audience of attentive securities lawyers, in-house company counsel and accountants attending the Federal Regulation of Securities Subcommittee meeting at the American Bar Association's Business Section Fall Meeting in Washington, D.C. The topic? The latest on current and emerging securities law developments.
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12.08.2004SEC Gives Smaller Accelerated Filers Extra Time to File Sarbanes-Oxley Internal Control ReportsUpdatesThe SEC has issued an exemptive order granting smaller accelerated filers up to an additional 45 days to include in their annual reports the management's report on internal control over financial reporting and the related auditor's report on management's assessment of internal control over financial reporting, both of which are required under SEC rules implementing Section 404 of the Sarbanes-Oxley Act of 2002. Although this postponement does not, for example, apply to Fortune 100 companies, like General Electric or Procter & Gamble, its practical effect will be to provide some additional time for many small- and mid-cap companies, including Nasdaq-listed technology and biotech companies, to complete management's assessment of internal control over financial reporting and for their auditors to complete their reports on management's assessment.
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11.23.2004NYSE Amends Listing Standards to Clarify Corporate Governance RequirementsUpdatesThe Securities and Exchange Commission recently approved and made effective amendments to the New York Stock Exchange corporate governance standards, Section 303A of the NYSE Listed Company Manual, primarily to clarify standards that were adopted last year. This Update summarizes the amendments and offers practical guidance.
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11.19.2004SEC Postpones Final Acceleration of Periodic Report Filing Dates for Accelerated FilersUpdatesThe SEC has postponed for one year the final phase-in period for acceleration of the due dates of quarterly and annual reports required to be filed under the Securities Exchange Act of 1934 by "accelerated filers." The SEC has also conformed requirements concerning financial statements contained in registration statements and proxy statements to apply the postponed phase-in period.
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10.29.2004SEC Proposes Securities Offering ReformUpdatesAt an open meeting on October 26, 2004, the SEC announced proposals that would result in significant changes to the registered offering process under the Securities Act of 1933, as amended. The SEC proposed changes in three areas: communications related to registered securities offerings, liability timing issues and improved shelf registration processes. The SEC has not yet released the text of the proposed rules, which release will trigger commencement of the 75-day comment period.
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10.22.2004Governor Schwarzenegger Signs Revised California Disclosure Act – AB 1000 Terminates Some Conflicts With SEC Rules, but Continues to Require Filings From Public Companies Doing Business in CaliforniaUpdatesCalifornia has enacted AB 1000, effective September 27, 2004, which amends California's Corporate Disclosure Act to clarify the requirements of the original Act and conforms many of its provisions to SEC reporting requirements for public companies. California adopted the original Act in the aftermath of Sarbanes-Oxley to require public companies doing business in California to file certain corporate data with the California Secretary of State's office.
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10.13.2004SEC Demands Full Disclosure of Executive CompensationUpdatesAn SEC enforcement action against General Electric and an ongoing SEC investigation of Tyson Foods reflect increased SEC scrutiny of disclosure relating to executive compensation. This Update summarizes the enforcement action and the pending investigation and offers practical guidance.
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05.30.2003Section 404 Internal Controls and Section 302/906 Certifications: SEC Adopts Final RulesUpdatesThe Securities and Exchange Commission (SEC) voted at its open meeting on Tuesday to adopt final "internal control" rules implementing Section 404 of the Sarbanes-Oxley Act. The SEC also voted to adopt final rules regarding Section 302 and 906 certification of disclosures in periodic reports.
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05.07.2003NYSE Amends Corporate Governance Rule ProposalsUpdatesOn April 4, 2003, the New York Stock Exchange (NYSE) amended and replaced its August 16, 2002 and March 12, 2003 proposed corporate governance listing standards. The SEC is currently soliciting comments on the proposed rules, which may become effective as early as mid-May 2003. Material changes include:
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04.16.2003Document Retention and Destruction Post-Arthur Andersen: What Can You Destroy?UpdatesOn October 16, 2002, the former Big Five accounting firm, Arthur Andersen, LLP, received the maximum criminal penalties - a $500,000 fine and five years' probation - for destruction of documents relating to its client, Enron. Why should this concern you? All companies must and do destroy documents.
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03.27.2003NYSE Amends Proposals Regarding Director IndependenceUpdatesThe New York Stock Exchange (NYSE) submitted amended and restated listing standards proposals relating to director independence to the Securities and Exchange Commission (SEC) on March 12, 2003. The amended and restated proposals:
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02.14.2003SEC Issues Final Rule Requiring Enhanced MD&A Disclosure of Off-Balance Sheet Arrangements and Aggregate Contractual ObligationsUpdatesThe Securities and Exchange Commission (SEC) has adopted final rules requiring public companies to include in Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A):
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02.05.2003Financial Experts and Codes of Ethics: SEC Adopts More Realistic Final RulesUpdatesIn a substantial departure from its proposed "financial expert" definition, the SEC has adopted a more realistic final definition of "audit committee financial expert." The SEC final rules adopted pursuant to Sections 406 and 407 of the Sarbanes-Oxley Act of 2002 will require a public company to disclose, for fiscal years ending on or after July 15, 2003:
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01.14.2003SEC Proposes Rules Requiring Electronic Filing and Web Site Posting of Section 16(a) ReportsUpdatesThe Securities and Exchange Commission has proposed rules that will require public companies' officers, directors and principal shareholders who are subject to Section 16(a) of the Securities Exchange Act of 1934 to electronically file their Forms 3, 4 and 5 beneficial ownership reports. The rules will also require public companies to post these reports on their Web sites.
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12.11.2002SEC Brings First Enforcement Actions Under Regulation FDUpdatesThe Securities and Exchange Commission announced on November 25, 2002, its first enforcement actions related to violations of Regulation FD. The SEC imposed cease-and-desist orders on Raytheon Company and its CFO, Siebel Systems, Inc., and Secure Computing Corporation and its CEO.
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10.24.2002"Rapid and Current" Disclosure and Form 8-K Proposals: Where Have the SEC's 8-K Proposals Gone?UpdatesWhat is the status of the SEC's June 17, 2002 8-K proposals? Have they been withdrawn? Overturned by the Sarbanes-Oxley Act of 2002? This Update answers those questions and summarizes Perkins Coie's comment letter to the Securities and Exchange Commission (SEC).
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09.05.2002NYSE Files Proposed Final Corporate Governance Rules With SECUpdatesThe Board of the New York Stock Exchange (NYSE) submitted its proposed final listing and corporate governance rules to the Securities and Exchange Commission (SEC) on August 16, 2002, following a two-month comment period in which NYSE received more than 300 comment letters. NYSE's Board largely adopted the final recommendations of its Corporate Accountability & Listing Standards Committee, with some refinements to reflect the Sarbanes-Oxley Act and comment letters received during the comment process.
Presentations
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04.21.2020Startup 411 – Why You Need a Legal EntitySpeaking EngagementsOregon Technology Business Center / Webinar
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03.05.2020Startup 411 – How to Start Your StartupSpeaking Engagements
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03.2019The Great Debate: Convertible Note vs. Preferred Stock for Early Stage Technology CompaniesWe will resolve once and for all which security is the superior instrument for funding an early-stage technology company.
Founder Insights
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How to Classify Employees as Exempt or Nonexempt
When hiring employees, a company should ensure it is complying with applicable federal, state, and local laws regarding employee minimum wages, withholdings, and other applicable requirements. To ensure compliance, employers must first determine whether an employee is “exempt” or “nonexempt.” Nonexempt employees are entitled, among other things, […]
The post How to Classify Employees as Exempt or Nonexempt appeared first on StartupPercolator.
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How to Prepare for an Equity Financing
We have covered in past FTTWs how to value your startup and how much capital to raise. Once your startup decides to pursue equity financing, you should start to prepare for the investor due diligence process. On the business side, you will need to prepare a business plan and should take steps such as obtaining management references, interviews and background reviews, customer/user references, technical/product reviews, financial statements and business model reviews.
The post How to Prepare for an Equity Financing appeared first on StartupPercolator.
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What Every Startup Needs to Know
On Wednesday, June 26th, Perkins Coie’s Palo Alto office hosted the startupPerColator event, “What Every Startup Needs to Know.” Lowell Ness, a Perkins Coie partner in the Emerging Companies & Venture Capital (ECVC) practice, moderated a panel which included Herb Stephens of NueHealth, Thomas Huot of VantagePoint Capital, Jennifer Jones of Jennifer Jones and Partners, Yuri Rabinovich of Start-up Monthly, and Olga Rodstein of Shutterfly.
The post What Every Startup Needs to Know appeared first on StartupPercolator.
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Surviving the Series A Crunch: Financing Alternatives
The “Series A Crunch,” which is the significant decline in the number of startup companies per quarter that are completing their first equity financing, appears to be deepening.
The post Surviving the Series A Crunch: Financing Alternatives appeared first on StartupPercolator.
