The JOBS Act, a Year Later – Part 4: Online Angel Investment Platforms

May 13, 2013 By Leave a Comment

This post is the fourth in a series examining the impact of the Jumpstart Our Business Startups Act (or JOBS Act) one year after its passage and focuses on the provisions related to online angel investment platforms.

In the last post of this series, I discussed the progress of implementing the first half of Title II of the JOBS Act, which instructs the SEC to amend Rule 506 to allow for general solicitation in Rule 506 offerings if certain additional conditions are met.   In this fourth post, I will look at the second part of Title II (namely Section 201(c)), which exempts some online angel investment platforms from the federal broker-dealer registration requirement. [Read more...]

Filed Under: Startups and Venture Capital Tagged With: , , , , ,

Selling Your Business — Practical Tips for Sellers — Part 10: Indemnification (Part One)

May 12, 2013 By Leave a Comment

This post was jointly written by Casey W. Riggs and Jennifer Wilson.

This is part 10 of our series discussing the sale of a business from the seller’s perspective.  We’ve covered commencement of a potential deal through the closing and now turn back to the purchase agreement to discuss the indemnification provisions, which deal with post-closing events.  Indemnification provisions are among the most heavily negotiated portions of a purchase agreement, yet business owners may be tempted into thinking they are simply something lawyers like to argue over without realizing their importance.  In this post, we’ll try to give a simple explanation of the indemnification provisions, explain how these provisions may come up after the closing, and give a few generic tips for sellers in handling indemnification.  In the next post, we’ll provide some detail on specific provisions of the indemnity section and provide more seller tips related to those provisions. [Read more...]

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Working Effectively with Your Lawyer: Five Tips to Effectively Engage and Use Legal Counsel

April 29, 2013 By 1 Comment

Like it or not, most business owners will require legal counsel from time to time.  In most circumstances, using legal counsel will be in the context of a transaction, like raising capital, buying a competitor, or bringing in a key employee.  In less pleasant circumstances, it may be in the context of litigation.  In either case, you can make a difference in how effectively you work with legal counsel and in keeping the costs down. [Read more...]

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The JOBS Act, a Year Later – Part 3: Repealing the Ban on General Solicitation

April 23, 2013 By 2 Comments

This post is the third in a series examining the impact of the JOBS Act one year after its passage and focuses on the progress of implementing the repeal of the ban on general solicitation with respect to certain Rule 506 offerings.

In the first post of this series, I discussed the disappointment experienced by many proponents of loosened securities regulations with the implementation of the Jumpstart Our Business Startups Act (or JOBS Act).  In this third post, we’ll look at the first part of Title II of the JOBS Act (namely Section 201(a) and (b)), which directs the SEC to permit general solicitation in some Rule 506 offerings. [Read more...]

Filed Under: Startups and Venture Capital Tagged With: , , ,

Selling Your Business – Practical Tips for Sellers – Part 9: The Closing

April 17, 2013 By Leave a Comment

This is part nine of our series discussing the sale of a business from the seller’s perspective.  We’ve covered deal structure issues, seller financing, earn-outs, letters of intent, due diligence, and the first three sections of the purchase agreement dealing with (i) major business points, (ii) representations, warranties, and disclosure schedules, and (iii) pre-closing covenants and conditions to closing.  In this post, we’ll discuss the closing of the purchase and sale transaction. [Read more...]

Filed Under: General Business Law Tagged With: , ,
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