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Publications
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12.28.2005Valuing Private Company Stock for Compensation Purposes - Practical GuidanceUpdatesInternal 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.
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06.15.2005New Rules Force Research Analysts to Stay Home When Investment Bankers Hit the RoadUpdatesThe SEC recently approved new rules adopted by the New York Stock Exchange and National Association of Securities Dealers to limit conflicts of interest between the selling and research arms of investment banks. Under these rules, research analysts at investment banks may not participate in road show meetings relating to an investment banking services transaction or communicate with current or prospective customers while investment banking personnel or company management is present.
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03.08.2005SEC Releases Annual Reporting Reminders: Division of Corporation Finance Staff AlertUpdatesThe SEC's Division of Corporation Finance has released a Staff Alert for companies completing their upcoming annual reports on Form 10-K that highlights existing requirements and reiterates previously articulated positions. Although the Staff Alert is not a rule, regulation or an official statement of the SEC, and was not approved by the Commission, it provides valuable insight into the staff's views on the annual reporting requirements and signals where the staff may focus attention.
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01.14.2004SEC Urges Management to Pick Up the Drafting Pen: MD&A Drafting Tips Based on New SEC Interpretive ReleaseUpdatesEffective December 29, 2003, the Securities and Exchange Commission issued detailed interpretive guidance regarding disclosure in Management's Discussion and Analysis (MD&A), developed from the SEC's recent experiences, including enforcement actions and its 2002 review of the annual reports and MD&A disclosure of the Fortune 500 companies. We previously provided a checklist based on the SEC's preliminary review of those filings.
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12.31.2003SEC Adopts Changes to Rule 10b-18 Stock Repurchase "Safe Harbor"UpdatesThe SEC recently amended the stock repurchase safe harbor rule under Rule 10b-18 of the Securities Exchange Act of 1934, which provides an issuer with a safe harbor from liability for repurchases of its common stock if the issuer complies with the rule’s manner, timing, price and volume conditions. The amendments to Rule 10b-18 simplify and update the safe harbor provisions to reflect market changes that have developed since Rule 10b-18’s adoption in 1982, and require more rapid and regular disclosure of issuer repurchases.
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12.04.2003Happy New Year? The SEC Adopts New Rules Requiring Nominating Committee DisclosureUpdatesLast week the SEC released final rules – effective January 1, 2004 – that require public companies to disclose nominating committee procedures and procedures for shareholder communications with directors. These new rules harmonize with the recently finalized NYSE and Nasdaq nominating committee requirements and represent the SEC's latest step in its ongoing effort to make board operations more transparent to shareholders.
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09.23.2003SEC Clarifies (and Tightens) Requirements for Pre-Approval Policies for AuditUpdatesIn publishing responses to a series of frequently asked questions (FAQ), the SEC's Office of the Chief Accountant has provided guidance about pre-approval policies and other matters relating to the SEC's auditor independence rules adopted in January 2003. Those rules became effective in May 2003 and, among other things, require a company's audit committee to pre-approve all audit and non-audit services provided by the company's auditors.
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08.20.2003SEC Proposes New Disclosure Requirements Related to Director Nominations and Shareholder Communications With DirectorsUpdatesOn August 8, 2003, the Securities and Exchange Commission (SEC) proposed changes to the proxy rules that would expand disclosure regarding (a) the nominating committee and the process of nominating directors and (b) the process by which shareholders are able to communicate with a company's board of directors. The proposals do not require substantive changes by a company with respect to its nomination or shareholder communication processes; rather the proposals require disclosure of the details of the processes.
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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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02.05.2003SEC Issues Final Rules Governing Non-GAAP Financial InformationUpdatesThe Securities and Exchange Commission (SEC) has issued final rules for public companies' disclosure of non-GAAP financial measures. The new rules, which implement Sections 401(b) and 409 of the Sarbanes-Oxley Act, adopt new "Regulation G," and amendments to Regulation S-K and Form 8-K. Under these new rules a company must:
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02.04.2003SEC Finalizes Rules Prohibiting Insider Trading During Pension Fund Blackout PeriodsUpdatesOn January 28, 2003, the SEC published final rules implementing Section 306(a) of the Sarbanes-Oxley Act of 2002, which generally prohibits insider trading during pension plan blackout periods. These rules became effective on January 26, 2003; however, the requirement to file notices of blackout periods with the SEC on Form 8-K is not effective until 60 days after publication of the rules in the Federal Register. For blackout periods occurring between January 26, 2003 and February 25, 2003, reporting companies should furnish blackout notices to directors and executive officers as soon as reasonably practicable. Blackout notices are not required for currently effective blackout periods that started before January 26, 2003.
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01.18.2003SEC Proposes Rules to Implement Sarbanes-Oxley's Audit Committee Independence RequirementsUpdatesLast week, the SEC released proposed rules to implement the audit committee independence and whistleblower provisions of Section 301 of the Sarbanes-Oxley Act of 2002. Sarbanes-Oxley (Sec. 301) requires the SEC to adopt final rules by April 26, 2003, directing all national securities exchanges and national securities associations ("SROs"), including NYSE and Nasdaq, to prohibit the listing of any security of an issuer that is not in compliance with the audit committee requirements set out in Section 301. The proposed rules cover:
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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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11.01.2002Financial Experts, Internal Controls, Codes of Ethics and Improper Audit Influence: SEC Proposes New Batch of Sarbanes-Oxley RulesUpdatesOn October 22, the SEC posted proposed rules to implement Sections 404, 406 and 407 of the Sarbanes-Oxley Act of 2002. The proposed rules cover:
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10.18.2002NASDAQ Corporate Governance ProposalsUpdatesLast week the Nasdaq Stock Market delivered to the SEC several new and revised Nasdaq rule proposals, for publication in the Federal Register for public comment. These proposals reflect Nasdaq's continued response to the SEC's request made in February 2002 for corporate governance reform of Nasdaq listed companies.
Presentations
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05.04.2018GoVertical Machine Learning Startup Creation Weekend EventSpeaking EngagementsSeattle, WAA weekend event for startups to explore AI and machine learning business opportunities, select their data set and build an initial predictive model, and get feedback from potential users.
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04.19.2018TiE Seattle and Madrona Venture Labs GoVertical Machine Learning Startup IdeationSpeaking EngagementsSeattle, WALearn about the latest trends in Machine Learning and Deep Learning from industry experts and how innovative startups have leveraged ML technology
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04.22.2015Strong IPOs: What You Need to Know for 2015 and BeyondSeminarsPublic Companies Seminar Series / Seattle, WAAn exclusive breakfast briefing event focused on what private company CEOs, CFOs, GCs and investors need to know to about current trends in IPOs and preparing for a successful IPO.
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.
