Interesting Reads Archive

Some interesting legal reads for the week of April 27, 2015:

• Yelena Barychev weighing the advantages and disadvantages of Regulation D and Regulation A+ offerings.
• Among other things, SEC Chair Mary Jo White notes that adoption of Title III crowdfunding rules is a priority for 2015.
• Nicole Black on smart use of technology by solo attorneys.

Some interesting legal reads for the week of April 13, 2015:

• From DealBook, arguments in favor of allowing law firms to go public.
• From Bloomberg, leveraged loans are not considered securities, which is a disputed point.
• From the WSJ, several large firms that often represent companies facing “appraisal arbitrage” from hedge funds are advocating to change the appraisal rules.
• The NYT on new funding alternatives for small businesses, involving advances on outstanding invoices. I’m not clear on why something like this is preferable to a traditional line of credit from a bank, given the effective interest rates described here. I guess it depends on the business, but applying for a bank line of credit isn’t that difficult and certainly doesn’t involve “selling your soul.”

Some interesting legal reads for the week of March 30, 2015:

• The SEC adopted final rules for so-called Regulation A+ offerings. Full blog post to follow.
• Bloomberg’s Matt Levine breaks down the details of death-spiral convertible shenanigans.
• Gary J. Ross on how, in the world of small law firms, no one cares about status markers like where you went to law school. I think he overstates this, though certainly it’s true that the outside world is less status-conscious than Biglaw attorneys.

Some interesting legal reads for the week of March 23, 2015:

• Steve Quinlivan reports on eight coordinated enforcement actions by the SEC for insiders failing to file amendments to Schedule 13Ds, not reporting plans in going-private transactions. Quinlivan believes this is part of the SEC’s “robo-cop” efforts, i.e., using data mining to identify disclosure failures.
• From DealBook, a survey of deal participants finds them less upbeat than last year about the coming year’s level of merger activity, though a majority remain optimistic.
• Also from DealBook, some criticism of the bar exam, including debate over a year-over-year decline in scores.
• From Prof. Noah Feldman, a defense of law schools, as opposed to having lawyers trained solely as apprentices to practicing lawyers. I think I agree with him, but the piece is short on examples, i.e., how exactly would the deep knowledge that law school provides allow me to provide better advice to a client in an M&A deal?

Some interesting legal reads for the week of March 16, 2015:

• A statement from the SEC’s Division of Corporation Finance about its policy for waivers of the “bad actor” rules for Regulations D and A.
• A speech from the SEC’s Investor Advocate, Rick A. Fleming (this is a new position), advocating for “layered” disclosure, i.e., using tabs and links like a website, rather than an intimidating 200-page document.
• This Washington Post piece highlights a study noting that most successful startups don’t require or obtain angel or venture capital financing. Fair point, but this study presumably included companies in all industries. For certain industries requiring (in many cases) huge capital investment before profits can be made (e.g., technology, life sciences), you’re more likely to need this kind of institutional investment.

Some interesting legal reads for the week of March 9, 2015:

• SEC Commissioner Luis Aguilar on secondary trading of small business stock, including discussion of a so-called “venture exchange.”
• Steven Davidoff Solomon on hedge funds’ use of appraisal rights actions in Delaware.
• From the National Law Journal, a study by BARBRI showing that third-year law students have a higher opinion of their immediate ability to practice law, as compared to the opinions about them from experienced lawyers who work with them.
• Harry Graff on how Better Call Saul is more accurate than most fictionalized accounts of the daily life of a lawyer.

Some interesting legal reads for the week of March 2, 2015:

• A speech from SEC Commissioner Michael S. Piwowar, which bemoans the length of the SEC’s rule adopting releases. I agree with his suggestions, including breaking them up into pieces.
• From DealBook, Warren Buffett’s annual letter mocks investment bankers. I don’t disagree with any of his criticisms, but he’s in a fortunate position to not need their services because he can do his own assessment of acquisition targets. Your average corporate manager needs the expert advice that bankers provide, though everyone should be aware that bankers are incentivized to recommend that companies do stuff, which generates fees.
• From WSJ’s Accelerators, the pros of the emerging freelance economy.
• From WSJ’s LawBlog, increasing transparency in New York for attorneys’ disciplinary records. (I wouldn’t have highlighted this if I had any of my own issues, needless to say.)

Some interesting legal reads for the week of February 23, 2015:

• From WSJ Accelerators, some good advice from Ryan Holmes on when to capital raise and how much.
• From WSJ’s Law Blog, the SEC allowed a registration statement for a marijuana dealer to go effective (though, unusually, it didn’t accelerate effectiveness).
• From MoFo JumpStarter, a summary of the SEC’s speeches about its current initiatives at a PLI program.

Some interesting legal reads for the week of January 26, 2015:

• From the WSJ, advice to finance your small business using cash from your customers, rather than obtaining debt or equity financing. Of course, this doesn’t work for businesses that require years of work before sales, like developing a new drug.
• Also from the WSJ, thoughts on how much salary entrepreneurs should pay themselves.
• California attorney Keith Paul Bishop, on how, in a recent enforcement case, the SEC has overstated the role of securities attorneys in their roles in issuing legal opinions.
• From Joe Wallin’s Startup Law Blog, an interview with a provider of revenue loans, essentially a loan with a royalty-based payment mechanism, so the borrower pays back the loan at a rate determined by the amount of sales.

Some interesting legal reads for the week of January 19, 2015:

• From the WSJ’s Law Blog, a report that law school enrollment continues to decline. Given the improved economy, I would be very surprised if the brave souls who enroll now find a weak job market by the time they apply to firms.
• From the WSJ’s Accelerators Blog, some good general advice for start-ups from a couple of attorneys.
• A blog post from Gary J. Ross, another former Big Law attorney who hung out a shingle, on outsourcing tasks.