Questionnaire: Key Considerations for Private Placements

In order to properly inform investors and provide disclosures where necessary, either through a Private Placement Memorandum, or other disclosure materials, a robust understanding of the venture’s overall purpose and goals is useful. This questionnaire asks several key questions of a company seeking to raise funds, with an eye towards drafting the various documents that may be required for a private placement, including but not limited to the Private Placement Memorandum, Subscription Agreement, Convertible Note or other debt instrument, Amended Certificate of Incorporation, and Investor Rights Agreement. read more

New Protections Created for New York City Freelance Workers

On November 16, 2016, New York City Mayor Bill de Blasio signed into law the Freelance Isn’t Free Act (the “Act”), which creates new protections for freelance workers residing in New York City beginning on May 15, 2017. Freelancers often do not have the resources or clout to protect their interests prior to entering into a relationship with a client or to collect on unpaid invoices. The Act creates several obligations for clients and remedies for freelancers in an effort to help reduce the disparities between them. While the Act will only apply to contracts entered into on or after May 15, 2017, businesses that engage freelance service providers residing in New York City should begin reviewing their template contractor agreements now to ensure they are in compliance with the Act. Additional steps businesses should begin taking now include establishing organized contractor payment processes to avoid potential penalties and complaints as a result of late payment and, if they do not have a template agreement to provide to freelance workers, engaging an attorney to draft one that is compliant with the Act. read more

When is Information “Material”?: Tesla Motors and the Autopilot Crash Disclosure Dilemma

Securities laws and regulations require that reporting companies periodically publicly disclose certain information, as well as any information that is “material” to investors. This summer, the Wall Street Journal reported that the Securities and Exchange Commission was engaging in a preliminary investigation that Tesla failed to timely disclose to investors material information. The WSJ's report raises interesting questions about what constitutes material information when it comes to companies developing new technologies. read more

California Private Funds Managing Public Retirement Plans Face New Disclosures

Reporting and disclosure requirements for managers of alternative investment vehicles in California just became more complex with Governor Jerry Brown’s signing of a new amendment to California law, specifically aimed at transparency for fees and expenses associated with investment by State and Local pension and retirement plans. The new provision, AB 2833, provides that managers of AIVs (those who manage private equity funds, venture capital funds, hedge funds, and absolute return funds) are now required to deliver a slew of additional disclosures to Trustees of public pension and retirement plans, which include plans offered to civil servants and university educators. read more

Newly Created “Capital Acquisition Broker” Rule Reduces Regulatory Burdens on Some Broker-Dealers

On August 18th, the Securities and Exchange Commission (“SEC”) approved a Financial Industry Regulatory Authority Inc. (“FINRA”) rule that establishes less burdensome regulations for “Capital Acquisition Brokers” (“CABs”), which are a subclass of broker-dealers that engage only in limited activities. CAB registrants can streamline their filing process and are subject to fewer compliance requirements than standard broker-dealers. Unlike non-CAB broker-dealers, CABs will not be required to file advertising materials, perform annual compliance meetings, or obtain annual CEO Certifications. read more