Thought Leadership - Manatt, Phelps & Phillips, LLP

Updated: HSR Thresholds Revised (and Lowered) and Early Terminations Suspended Pending Review

On February 1, 2021, the FTC announced revised notification thresholds for determining whether companies or other entities are required to provide notice to the federal antitrust agencies about a proposed transaction under the HSR Act of 1976, as amended.

Fintech Year in Review—2020

As we prepare to put 2020 in the rearview mirror, many of us will not have fond memories of the year.

New York Drags Its Securities Filings Into the 21st Century

New rules will simplify the notice filing process for private placements by requiring filings be made on a Form D via the North American Securities Administrators Association multistate Electronic Filing Depository, consistent with how such filings have long been made in most other states.

SEC, Securities, Securities Act of 1933, Private Placement, State Securities Laws

The California Privacy Rights Act Has Passed: What’s in It?

On November 3, 2020, Californians will vote on Proposition 24, a ballot measure that would create the California Privacy Rights Act (CPRA).

Did You Really Need That PPP Loan? The SBA Wants to Know

Without much fanfare, the Small Business Administration (SBA) has started investigating borrowers of larger Paycheck Protection Program (PPP) loans to obtain information about their business activities.

Nonprofit, SBA, Equity, Loans, PPP

Raising Capital Through Private Placements: Rule 506(b) vs. Rule 506(c) Offerings

Startups, and particularly first-time founders, typically find that raising funds is a significant, challenging and time-consuming process.

SEC, Investment, Stock, Founder, Capital Raise, Regulation D, Federal Securities Laws, Securities Act of 1933, Private Placement, Rule 506(b), Rule 506(c), Accredited and Nonaccredited Investors

Delaware Franchise Tax

A franchise tax is an annual tax a business entity is required to pay in a given jurisdiction as a result of being formed or organized, or for doing business, in that jurisdiction.

Tax, Delaware, Corporations, LLC, Limited Liability Company, Capitalization Table, Cap Table, Foreign Corporation, Domestic Corporation, Franchise Tax

SEC Makes Key Changes to Accredited Investor Definition

In its Final Rule issued on August 26, 2020, a divided Securities and Exchange Commission (SEC) expanded the group of individuals and entities permitted to invest in private securities by amending the definitions of “accredited investor” and “qualified institutional buyer.”

Founder’s Stock: Vesting and Acceleration

Founder’s stock refers to the equity granted, typically in the form of common stock, to founders of a company for their preformation efforts in building the company.

Tax, Equity, Stock, Founder, Vesting, Common Stock, Acceleration

Selecting the Appropriate Structure for Your Startup

Founders must contend with many important decisions early in the life of a startup, including selecting the appropriate corporate structure.

Investment, Corporate Structure, C Corporation, S Corporation, LLC, Limited Liability Company, Incorporation, Founder, Formation