Interesting Reads Archive

• The SEC issued some Compliance and Disclosure Interpretations on accredited investor verification for Rule 506(c) generally solicited offerings.  Here’s a summary from Proskauer.
• I agree with Joe Wallin on equity crowdfunding in the JOBS Act – to the extent it’s unworkable or not cost-efficient, mend it but don’t end it.
• Michael O’Bryan of Morrison & Foerster on a trend in public companies including exclusive forum provisions in their charter and bylaws.
• Nilene Evans, also of MoFo, details the hot IPO market.

Some interesting legal reads for the week of June 23, 2014:

• DealBook’s Steven M. Davidoff on mergers motivated by the inversion tax loophole, providing for tax savings by reincorporation abroad.
• A CEO writes in Forbes about the benefits of having standing meetings (standing as in the participants aren’t sitting).  I find that it’s beneficial to stand up frequently, but if I stand up for too long, it becomes uncomfortable.
• Compliance Week reports on a study showing that mistakes in XBRL filings (standardized financial data reporting by public companies) are common.

Some interesting legal reads for the week of June 9, 2014:

• A letter from 20 members of Congress expressing concern about the preemption of blue sky regulation of larger Regulation A offerings as proposed by the SEC. Such arguments from state regulators have always seemed like turf battles to me. I don’t really buy that the state regulators are somehow “closer” to the investment community.
• While we are talking about SEC proposals, here are the collected comments to the crowdfunding proposal.
• A New York Times article on the expansion of non-competes to a broad range of jobs.
• A Wall Street Journal post on a tightening of audit rules relating to related party transactions.

Some interesting legal reads for the week of June 2, 2014:

• DealBook’s Steven M. Davidoff on hedge funds’ new strategy of exercising appraisal rights in buyout transactions.
• The online grocer FreshDirect is getting involved in incubating food startups.
• LawBlog on the SEC’s move to get greater conflict disclosure from proxy advisory firms.

Some interesting legal reads for the week of May 26, 2014:

• Anna Pinedo of MoFo reports on the passage by House subcommittees of various JOBS Act-related bills.  It’s unclear at this point how many will ultimately become law.
• Also from MoFo, Ze’-ev Eiger summarizes remarks from Sebastian Gomez Abero, Chief of the Office of Small Business Policy of the Division of Corporation Finance of the SEC, about the SEC’s crowdfunding and Regulation A+ proposals.
• DealBook reports on a study showing that “go shop” M&A provisions have a counterintuitively negative effect on sale proceeds.

Some interesting legal reads for the week of May 19, 2014:

• DealBook’s Andrew Ross Sorkin on the relatively long time (10 days) allowed for reporting the acquisition of a 5% equity stake of public companies, and the potential for abuse by activist investors.
• A profile of Gust, a web platform connecting angel investors with startups.
• An argument in Slate challenging the conventional wisdom that you can do anything with a law degree, and the opposite view from a law professor.  I’m with the prof.

Some interesting legal reads for the week of May 12, 2014:

• Rob Cox on increasingly high multiples being paid by M&A buyers.  An interesting tidbit is that the shares of public acquirers have been more likely to go up after public announcement, which hasn’t been true historically.
• Good advice from Amit Kumar dispelling some clichés about how startups can succeed.
• A summary from David Lynn on the SEC’s staff guidance on the use of social media.

• A discussion on the New York Times’ You’re the Boss blog about whether to have a formal advisory board or just have individual relationships with particular advisors.
• The private equity firm K.K.R. is seeking smaller investments for its funds – as low as $10,000.
• From Abby Gordon, some good advice for young lawyers on picking the right firm and practice area.

Some interesting legal reads for the week of April 21, 2014:

• Steven Davidoff on poison pills and activist hedge funds.
• Keith Higgins, the Director of the SEC’s Division of Corporation Finance, with some thoughts on the recent regulatory changes for angel investing.
• MoFo’s JumpStarter on the SEC’s new C&DIs on intrastate crowdfunding.
• Good advice from Carolyn Elefant on how law firms should go about setting fixed fees.

• A nice obit in the Wall Street Journal for Leonard Rosen, one of the founders of Wachtell Lipton, whose son Adam is a neighbor and friend.  I met Leonard a couple of times, once on a beach in Florida, where he spent about 20 minutes playing catch with my son.  Great guy and great lawyer, who will be missed.

• 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.