Photo of Russell Kott

Russell provides years of experience to the Technical Support Success Team to assure quality and efficient customer service. While growing within his role as a technical support specialist, he utilizes his time to focus energy in improving skills towards development and design to improve his role within the company and his future career.

By Matthew Richardson

A California appellate court recently held as unconstitutional the California statutes extending the benefits of selling “qualified small business stock” (QSBS) to California taxpayers. In Cutler v. Franchise Tax Board (2012) 208 Cal. App. 4th 1247, the court held that the QSBS exclusion and deferral statutes – California Rev. & Tx. Cd. §§ 18038.5 and 18152.5 – discriminated against non-California corporations and therefore violated the Commerce Clause of the U.S. Constitution.Continue Reading FTB issues Notice to Retroactively Deny “Qualified Small Business Stock” Tax Benefits. Amended Returns Should be Filed.

By Louis Lehot, John TishlerDan Brooks and Jason Schendel

On April 6, 2011, Mary L. Schapiro, Chairman of the Securities and Exchange Commission (“SEC”) sent a letter to Darrell E. Issa, Chairman of the Committee on Oversight and Government Reform, responding to a March 22, 2011 letter from Rep. Issa concerning capital formation issues. In her letter, Chairman Schapiro indicated that the SEC would consider revising the rules that govern the way in which small businesses are able to tap into equity markets in the new era of crowdfunding, social media and other new communications media that did not exist when the current SEC rules were established. Rep. Issa’s letter discussed a number of perceived problems encountered in recent securities offerings, including the January 2011 decision by Goldman Sachs and Facebook to offer shares in a $1.5 billion private offering only outside the U.S. In her letter, Chairman Schapiro indicated that the review is intended to give the SEC “a fresh look at our rules to develop ideas for the Commission about ways to reduce the regulatory burdens on small business capital formation in a manner consistent with investor protection.”Continue Reading SEC Considering New Regulations Governing Capital Formation for Smaller Companies, Crowdfunding, Social and Other New Media

By Riaz Karamali

This blog post picks up where the last post in this start-up series left off, with the assumption that the start-up has been in incorporated, completed its founders’ round of financing, created an executive summary and pitch deck and is ready to begin the hunt for “angel” investors (as used in this post, the term angel investors will include all types of potential investors in a company’s initial or seed round of funding, including founders’ friends and family, “super-angels” and early stage funds). There are several different structures an angel or “seed round” can take — among them, sale of common stock, sale of convertible notes, and sale of a “light” preferred stock. While ultimately, the investor group may have the final say over the structure of the financing, it makes sense to understand the alternatives in advance and approach investors with a clear plan in mind.Continue Reading Starting Up the Start-Up: Approaching the Angel Financing Round

By Matthew Richardson

Beginning this year, according to forms or regulations the IRS prescribes, any issuer of a “specified security” will have to file an information return setting forth:

  1. a description of any organizational action (occurring after December 31, 2010) that affects the basis of the specified security of the issuer;
  2. the quantitative effect on the specified security’s basis resulting from the organizational action; and
  3. any other information IRS may prescribe.

Continue Reading New IRS Reporting Rules for Stock Splits, Mergers and Acquisitions

By Stephen LaSala and Courtney Mathes

On January 14, 2011, the Delaware Chancery Court issued an opinion in In re John Q. Hammons Hotels Shareholder Litigation that a merger transaction in which a controlling stockholder received consideration different than that received by the minority stockholders met the “entire fairness” standard. This opinion followed the Court’s determination in October 2009 that “entire fairness,” was the appropriate standard of review in this case.Continue Reading Delaware Chancery Court Provides Further Clarification as to When the “Entire Fairness” Standard of Review is Appropriate and How It Will Be Applied

In July 2010, NASDAQ OMX began permitting companies applying for listing in US markets to submit Listing Applications via its online Listing Center, moving toward its stated goal of migrating all paper-based forms to its electronic platform. Currently the Listing Center supports the electronic submission of Listing Applications and Listing of Additional Shares Notifications. The Listing Center also allows the upload of any supporting documentation, including completed Listing Agreements and Corporate Governance Certification Forms.  On January 24, 2011, NASDAQ announced that the Listing Center now supports the electronic submission of Rule Interpretation Requests, as well.Continue Reading NASDAQ Moves Toward Mandatory Electronic Filing

On January 25, 2011, the SEC proposed new amendments to conform the definition of “accredited investor” under Rule 215 of the Securities Act of 1933 and Rule 501 of Regulation D to requirements imposed by Congress under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). Various exemptions for private or other limited offerings of securities under the Securities Act of 1933 and state “blue sky” laws depend on whether participants are “accredited investors.” Non-accredited investors who participate in private offerings under Rule 505 or Rule 506 of Regulation D must receive financial and other information that is not required to be given to accredited investors.Continue Reading SEC Proposes Amendments To Reflect Dodd-Frank’s Definition Of “Accredited Investor”

By Ashley Merlo

Patent reform has been a topic of congressional debate since the introduction of the Patent Reform Act of 2005. Having failed to enact the 2005 legislation or any subsequently proposed reform, patent reform has again been introduced into the Senate, this time entitled The Patent Reform Act of 2011. (S. 23, 112th Cong. (2011).)Continue Reading Patent Reform Is Again Before Congress – The Patent Reform Act of 2011