Practical advice. Flat rates. Plain language.


by

Venture Capital

VC Firms Changing Promotional Tactics
Nicole Perlroth wrote an interesting article in the New York Times this week on the changing approach VC firms are taking to public relations.

“A number of V.C. firms ranging from some of the oldest, like Bessenmer Venture Partners to some of the youngest, like Peter Thiel’s Founders Fund, are now seeking full-time marketing experts. Even Sequoia, which sniffed at the notion when the trend began, has hired P.R. staff.”

Ms. Periroth suggests that the paradigm shift is the result of a few different forces: (1) the approach has been massively successful for firms such as Andressen Horrowitz; and (2) the V.C. industry has consolidated–there are 50% fewer V.C. firms now as compared to 2000, and as…

Read More


by

Trademarks

Hershey’s Granted Trademark for Bar Configuration
The US Patent and Trademark Office’s (USPTO) Trademark Trial and Appeal Board granted Hershey’s trademark application for the design and shape of its chocolate bar. The Examining Attorney for the USPTO had refused registration on two grounds: (1) Hershey’s proposed mark was a functional configuration of the goods; and (2) it was a non distinctive configuration that had not acquired distinctiveness as required under Trademark Act Section 2(f), 15 U.S.C. § 1052(f). The Trademark Trial and Appeal Board overruled the examining attorney, finding that the configuration was not functional, and that it was sufficiently distinctive.

Hershey’s Trademark Application
Hershey’s description of its mark: “The mark is a configuration of a candy bar that consists of twelve (12) equally-sized recessed rectangular…

Read More


by

Last week Jack Herstein, president of NASAA wrote a comment letter to the SEC on rulemakings under Titles II, III, and IV of the JOBS Act. The comments related to Title II, which authorizes general solicitation under Rule 506 of Regulation D, are particularly interesting since the Title II rules may be implemented as early as August (the rules were supposed to be enacted by July 4, but that was a fairly unrealistic timeline that Congress set).

NASAA’s Suggestions for Title II Rulemaking

NASAA separated its Title II suggestions into four categories: verification requirements, regulation of platforms, filing requirements, and deceptive advertising.

Verification Requirements
Background: The current 506 regulations require issuers to “reasonably believe” that the investors satisfy the requirements to be an accredited…

Read More


by

Securities Regulation & Corporate Finance

JOBS Act Deadline Comes & Goes without SEC Action
Congress imposed upon the SEC a July 4th deadline to implement rules under Title II of the JOBS Act that would enable companies to engage in general solicitation under Rule 506 of Regulation D. But on June 29th SEC Chair(wo)man Mary Schapiro testified before Congress that the SEC would not be able to enact rules within the 90 period proscribed by Congress. Ms. Schapiro did state that the SEC anticipates having a vote on a draft rule later this summer:

“The Securities and Exchange Commission will miss its first rulemaking deadline to lift the general solicitation ban as mandated by the Jumpstart Our Business Startups Act, but a draft…

Read More


by

The Two Basic Approaches

There are many ways to divide the equity of a startup, but broadly speaking there are two approaches: (1) go with what’s “fair”; or (2) try to ascertain the market value of the founders’ present and future conduct.

The “Fair” Approach
The basic premise of this approach is that founders putting in equal time should have equal ownership interests. The main benefit is to the relationship between the founders. When they are equal owners, they need to act with greater consensus. When one founder doesn’t get his or her way, they don’t feel like they were cheated by the company structure: there’s at least a fairness of process. In contrast, a minority founder may feel hopelessly at odds with…

Read More


by

An often overlooked part of purchasing a business is the transfer of intellectual property rights; here are three questions every purchaser should ask

An often overlooked part of purchasing a business is the transfer of intellectual property rights. Included in these rights is copyrights, trademarks, patents, and other non-disclosure rights. Today’s post details three basic questions you should ask before you purchase a business.

Can the business’ logo be transferred as part of the purchase?
There are situations where even if the logo is transferable, you may not want to transfer it. If the logo infringes on the intellectual property rights of another business, you shouldn’t transfer ownership (since you would be liable for the infringement once you own the logo).

Furthermore, the logo may not be transferable if it is being used by the seller under a license agreement that does not allow for…

Read More


by

Corporate Management

News Corporation Splitting Into Two Companies
Rupert Murdoch has confirmed that News Corporation, a $54 billion media company, will be splitting into two different entities. The existing company will retain the news-related assets of the company, while the new company will focus on the entertainment-related assets of the company including FX and Fox News (yes, it seems that News Corporation execs categorize Fox News as primarily entertainment, and not news). The split will be completed in the next year. News Corporation shareholders are expected to receive one share of the new corporation for each share they have of the current one. News Corporation elected to split the company’s holdings because they, “determined that creating this new structure would simplify operations and…

Read More