Regulation A+, which became effective on March 25, 2015, permits the offering of up to $50,000,000 in securities in any twelve-month period, subject to the certain requirements (a “Tier 2 Offering”). Tier 2 Offerings are not subject to state securities laws registration and qualification requirements due to federal preemption provided by Section 18 of the National Securities Market Improvement Act of 1996 (NSMIA) because such securities are offered or sold to a “qualified purchaser” (as defined by the Commission).
“Not much to report this week, dear readers! Everything is perfectly fine.” Or so says Jared. But as Gilfoyle is quick to point out, “That’s a lie.” The problem is that even though the Pied Piper product has incredible buzz, and celebrates half a million downloads, regular people can’t stand using it once they have it. Pied Piper has a scant 19,000 daily active users, and the product is being savaged in focus groups. Richard pours his efforts, and almost all of Pied Piper’s remaining funding, into trying to educate the public about what Pied Piper is and how to use it. But all his efforts yield only one convert, Bernice… and “Pipey,” a horrifying animated flute that pops up to give tips on using the product. In other words, Pied Piper is “fine” in the same way someone who lost their job and their dog in the same day is “fine”—they’re wretched and nearly broke. In desperation, Jared goes rogue and secretly starts buying daily users from a “click farm” in Bangladesh.
Alas, poor Erlich! We knew him; ‘a fellow of infinite jest, of most excellent fancy; he hath borne us on his back a thousand times; and now,’ as Jared poetically recounts, “Erlich’s Bachmanity boondoggle has led to his being unceremoniously bucked off the Pied Piper unicorn, [lock-] stock-and-Board-seat-wise.” Unfortunately, Erlich’s lavish over-spending of Bachmanity’s capital, combined with his personal liability for Bachmanity’s debts, have brought Erlich to the brink of bankruptcy. He’s so desperate for funding he’s willing to sell his Pied Piper shares to dig himself out of his hole. But yet again, the “onerous terms” that Richard accepted when he took Russ Hanneman’s investment rear their ugly head. Previously these terms enabled Raviga to take control of Pied Piper’s board and fire Richard. Now Laurie uses the terms to block Erlich from selling half his shares to Russ for $5 million, and forces Erlich to sell all his shares to Raviga Capital for the exact amount of Erlich’s debts ($713,000). This leaves Erlich with nothing except extreme public ridicule.
In this week’s episode of Silicon Valley, Richard enjoyed an unprecedented run of success, culminating with the official launch of Pied Piper’s platform. Richard has suffered so many setbacks, it’s little wonder he is initially reluctant to launch even a beta version—certain that the platform is buggy and will only subject Pied Piper to further mortal embarrassment. But the team convinces him to try a very limited, private beta, and the embarrassment never comes. Everyone loves it, from the beginning to the shockingly happy ending… everyone, except Monica. (But that doesn’t matter because her dissatisfaction just convinces us that we aren’t dreaming.) The team even manages to foil Gavin Belson’s attempt to steal the beta, turning the tables on him and leaving him screaming to “cut the power to building” in order to shut down the team’s zip bomb.
At its heart, Episode 24 was about relationships – from the wayward dating lives of Richard and Dinesh to Big Head and Ehrlich’s marriage of “Bachmanity,” the Pied Piper entourage found themselves faced with the messy unraveling of unsuccessful relationships. To recap some of those relationships, Richard loses a girlfriend over his obsession with code formatting, Dinesh sabotages his chances of dating a coworker by improving the video streaming and revealing “Pakistani Denzel” to be more of a “Dogface,” and Bachmanity faces the cold consequences of profligate and unnecessary spending and lack of accounting oversight. Perhaps Jared’s “spreading his plumage” to display his dating prowess was the only silver lining. Even though this episode left us feeling like the Pied Piper guys need the advice of a “Love MD” more than that of a J.D., some of their problems may still be solvable with a better understanding of the law.
At least on paper, Episode 23 was a heartwarming story of new beginnings. Sure, Richard was subjected to an excruciating limbo during which Laurie interviewed other people for “his” job as CEO. But it turns out that was only for Richard’s own good—to make sure Richard would be seen as the best choice after a rigorous selection process—not as the guy who got his job back because he was hanging around the office. There was a smallish hiccup when the indignity of Laurie’s process caused Richard to snap and air all his pent-up grievances to a Code/Rag reporter, who could have ruined everything for Richard by printing his tirade. But fortunately, Big Head saved the day by providing the reporter an even bigger story about how Gavin Belson “scrubbed the internet” of negative references to Belson or Nucleus. By the end of the episode, Richard is reinstated as CEO and Pied Piper is relaunching work on the platform with a brand new batch of cheap, foreign engineers.
Episode 22 provides a decisive and satisfying showdown between Jack’s Box plan and Richard’s consumer platform option. Richard’s not-so-secret skunkworks project is dead, and the team sets to work on the Box believing that as soon as they deliver a working prototype, they will be free to build the platform. But when they deliver the Box, they find Jack is prepared to double-cross them. As Jared explains, Jack has negotiated a contract “with ’90s-era tech dinosaur Maleant Data Solutions that **exclusively** licensed the Pied Piper algorithm to Maleant for five long years!” Jack calls a meeting of Pied Piper’s board expecting it to approve the deal.
Episode 21 is a delightful maze of plots, plot twists and omens. At Pied Piper, Richard fails in his attempt to go over CEO Action Jack’s head and have Laurie, the investor, force Jack to scrap his Box and build the consumer platform. As a result of this failed coup, Jack warns Richard darkly, “if you’re going to shoot the king, you’ve got to be goddamn sure you kill him.” Undeterred, the team opts for covert action: they will build their consumer platform while pretending to build Jack’s box. They form a secret ‘startup within a startup,’ aptly/obviously codenamed “Skunkworks.” But before they can even get to work, Richard lets the Skunkworks plans fall into the enemy, sales team hands… and it seems like the entire scheme is blown! Continue Reading
Episode 20 of Silicon Valley explores numerous classic conflicts: consumer-oriented v. enterprise business model; engineers v. sales; revolutionary vs. safe; long-term goals v. short-term profits; Erlich v. Jian-Yang … Richard’s plan has been to transform the world by giving away the basic version of Pied Piper’s revolutionary compression technology, rapidly building a huge user base, and hoping to charge for premium features one day (the consumer, “freemium” business model). However, CEO “Action” Jack Barker and his new sales team—preoccupied with implementing his “Conjoined Triangles of Success”—want an immediate focus on revenue and insist that Pied Piper make enterprise software they can immediately sell to big business customers. Worried even that won’t be easy enough to sell, Jack’s team strips away every cool and revolutionary feature until they’ve transformed Pied Piper into a business-facing appliance company selling Pied Piper Boxes that Jared deems “rectangular, glorified thumb drives that resemble nothing so much as old Betamax machines. ” Richard is horrified and dismayed.
HBO’s Silicon Valley is back, but Richard is still out as Pied Piper’s CEO. To recap how we got here: in the closing moments of last season, the Pied Piper team triumphed by successfully livestreaming its condor cam video to 200,000 viewers—including Laurie, the head of Raviga Capital, one of Pied Piper’s two investors. Laurie was so impressed with the technology that Raviga Capital immediately bought out Pied Piper’s other investor, Russ Hanneman. By doing so, Raviga Capital gained control of three of Pied Piper’s five board seats, and promptly used its majority control to remove Richard as CEO. Continue Reading