DTSA Changes Employers’ Contract Language

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Defend Trade Secret Act Changes Employers’ Contract Language If you are an employer, hopefully you already knew that the Defend Trade Secrets Act (“DTSA”) became effective on May 11th, 2016.  The DTSA provides federal law protection for trade secrets in addition to the protection that already exists at the state level under the Uniform Trade Secrets Act (“UTSA”) as adopted b...
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Crowdfunding is Here! Part 4

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WEEK 4 OVERVIEW & ANALYSIS Equity crowdfunding represents unchartered waters for the SEC, and it's still not clear whether it provides a comprehensive solution to capital access.  As such, the SEC has agreed to submit a report within three years detailing the impact of the equity crowdfunding regulation on capital formation and investor protection.  The report will revie...
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Crowdfunding is Here! Part 3

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WEEK 3 PLATFORMS The SEC has made it clear: it is very concerned with investor protection.  We see that in the crowdfunding regulations when we examine the new "online intermediary platform" requirement.  Specifically, the new regulations require that equity crowdfunding transactions take place through an online intermediary platform (broker-dealer or funding portal) that h...
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REAL CHAMPION-PROFESSIONAL

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Nearly everyone knows the story of cyclist Lance Armstrong—multiple times Tour de France champion, cancer survivor, founder of the Livestrong Foundation.  Doper & cheater & liar & all-around-bully. But there are other champions we really should know.  I’m fortunate to know professional cyclist Brad Huff.  This week, riding for the Rally Cycling professional cycli...
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Crowdfunding is Here! Part 2

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WEEK 2 ISSUERS Under the crowdfunded exemption, a company issuing securities is required to disclose certain information.  This disclosure, which is included in the offering documents, consists of information about the officers, directors, and anyone who owns 20% or more of the company.  Disclosures about the directors and the officers must cover the past three years.  The S...
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Crowdfunding is here! Part 1

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WEEK 1 INVESTORS Finally, it has arrived! After three long years the wait is over, and equity crowdfunding is just around the corner.  The new crowdfunding regulations have been released and they become effective on May 16, 2016.  Those seeking to participate in this novelty form of fundraising now have guidance.  There are three parts to the rules: (1) regulations for in...
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Heidelberg Castle: An Eleventh Century Model

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For a brief period in the winter of 1962 – 1963, my family lived in the small village of Ziegelhausen, Germany, in the hills across the Neckar River from the Heidelberg Castle.  We had a grand view of the amazing castle as we went about our ordinary daily activities, to and from church, school and grocery shopping.  Although I was very young, the castle left a permanent impress...
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And Finally . . . SEC Adopts New Crowdfunding Regulation

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After a wait of some three and a half years after the JOBS Act was adopted in April 2012, the U.S. Securities and Exchange Commission has at last adopted Crowdfunding Regulations to permit startup companies to raise new equity funding through crowdfunding.  The new regulations are lengthy (some 686 pages) and complex, and provide both more and less than one might have anticipat...
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Crowdfunding Ground Rules (If and When Adopted)

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Many entrepreneurs were initially excited about a new law adopted in early 2012, the CROWDFUND Act included as a part of the JOBS Act, which they believed would permit investment crowdfunding to be used for funding emerging growth companies.  (As discussed our prior blog post, investment crowdfunding is different than patronage crowdfunding, where funders do not receive equity ...
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The Crowdfunding Wait Continues . . .

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And the wait continues. . . .  In April of 2012, Congress passed and President Obama signed into law the Jumpstart Our Business Startups Act (JOBS Act).  This legislation promised to create jobs and grow the economy by improving access to the public capital markets for emerging growth companies.  It also claimed to encourage entrepreneurship by reducing regulatory burdens.  Tit...
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