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Interesting Reads for the Week April 7

  • A profile of a matching service connecting small businesses with lawyers.  I generally get my clients the old-fashioned way – referrals – but approaches like this could be useful for both lawyers and the businesses.
  • A downside of donation-based (not equity-based) crowdfunding – upset donors when the company hits it big and they don’t share in the riches.
  • Website Quora raises $80 million in VC funding, which it says it doesn’t need.  The thinking is that it’s an insurance policy, meaning the company will always not be short of cash.  But not putting the cash to use hurts the company’s earnings on per-share basis.
  • Crowdfunding isn’t just a U.S. thing.  The latest developments in the U.K.

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Limiting Investment Risk for Non-Accredited Investors

I’ve noted in past posts that the SEC tends to take a paternalistic attitude toward the notion of non-accredited investors participating in private offerings, with income and net worth enshrined in the applicable rules as a rough proxy for sophistication and ability to take investment risk.  However, the risk to non-wealthy investors of being wiped out is real.  Needless to say, placing one’s entire nest egg in one basket, particularly a high-risk/high-reward-type of an investment, is a recipe for disaster.  The JOBS Act provisions on crowdfunding, and the SEC’s proposed rules enacting those provisions, seek to address this issue through limitations on the amount that can be invested in any one offering and all crowdfunded investments together by those with modest income and net worth. …

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Crowdfunding Paternalism Redux

The pending SEC rulemaking on equity crowdfunding took its turn in the spotlight, as the subject of this Sunday New York Times editorial.  Generally speaking, the piece exhibits the same paternalism regarding the concept of private company investing by non-accredited investors that is widespread.  I want to focus here on the portion of the editorial that notes that crowdfunding participants will generally not be expected to receive special rights associated with institutional investment:

And under the proposed rules, investors could end up with next to nothing even if they invested in the next big thing. Sophisticated investors often negotiate complex terms to ensure that they are amply rewarded for early-stage investments, even if later investors put up more money. The S.E.C. has acknowledged that everyday investors “might not” be able to negotiate the same terms — which include “anti-dilution provisions,” “superior liquidation preferences” and other arcana. But its proposal only requires companies to disclose how early investments may be “limited, diluted or qualified.” It should instead require that shares issued through crowdfunding incorporate the terms that sophisticated investors routinely demand.

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Interesting Reads of the Week for March 31

Some interesting legal reads for the week of March 31, 2014:

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Interesting Reads of the Week for March 24th

Some interesting legal reads for the week of March 24, 2014:

Interesting Reads of the Week for March 24th Read More »

Choosing Law as a Career in 2014

In the depths of the recent recession, it became de rigueur among lawyers and non-lawyers alike to advise recent college graduates against attending law school, with much news coverage about the levels of student loan debt incurred and the inability of law graduates to be able to obtain gainful employment that could service that debt.  Whether this advice is sound depends on whether the undeniably large downturn in demand for legal services was primarily based on structural or cyclical factors.  …

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Interesting Reads of the Week for March 17

Some interesting legal reads for the week of March 17, 2014:

  • How the Affordable Care Act can encourage entrepreneurship by eliminating “job lock.” The U.S. system of employer-provided health care deterred people from quitting a job to start their own business, but with the ACA this problem has found its solution while creating jobs in the process.

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Risk Factor Gone Viral

The Internet was recently ablaze with rumors that the Chipotle chain of fast-but-fresh Mexican food had announced an imminent avocado shortage that would lead it to stop selling guacamole.  An inability to obtain guacamole would be quite upsetting to me personally (first world problems), but it ultimately turned out that such fears were overblown. …

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Interesting Reads of the Week for March 10

Some interesting legal reads for the week of March 10, 2014:

  • Some skepticism from DealBook’s The Deal Professor about theories of rampant insider trading among SEC staffers.
  • Findings from Prof. Steven Davidoff (here not in his capacity as The Deal Professor) that newly-public small companies struggle to succeed in comparison to their larger brethren.
  • A study of staggered boards, which finds that companies adopting them have higher shareholder returns following adoption, and more generally challenges the notion that increasing shareholder power is always positive.

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Incorporation in New York or Delaware?

I’m often asked whether a newly formed New York-based business should incorporate (for a corporation) or organize (for an LLC) in New York or Delaware.  If the company will actually be doing business in New York, there is no advantage from the perspective of filing fees of using Delaware, because the company will then have to qualify to do business in New York and therefore pay two states’ fees.  In many cases, my advice is to simply go with New York, but there are several factors that may, depending on the situation, argue in favor of Delaware:

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