Just In: SEC Proposed Rules Re Accredited Investor Definition

You can find the rules here.

From the proposed rules:

In addition, our proposed amendments would add, after the Dodd-Frank statutory language, the phrase “calculated by subtracting from the estimated fair market value of the property the amount of debt secured by the property, up to the estimated fair market value of the property.” As so amended, the accredited investor net worth standards in the relevant rules would define as an accredited investor:

“Any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of purchase, exceeds $1,000,000, excluding the value of the primary residence of such natural person, calculated by subtracting from the estimated fair market value of the property the amount of debt secured by the property, up to the estimated fair market value of the property.”

The purpose of adding the phrase introduced by the words “calculated by” is to clarify that net worth is calculated by excluding only the investor’s net equity in the primary residence.

Posted in Federal Law & Regulation | Tagged , , , | 1 Comment

WTIA Event: Risks of Social Media

Please join us on February 8th, for what promises to be a great event discussing the risks associated with social media.

Risks of Social Media: Beware. Finance & Legal Community

The panel will discuss the growing importance of social media in business, the opportunities promised by social media, and the associated legal, financial and reputational risks.  The panel will also identify strategies for how to manage social media risks, including what should be in a company’s social media policy.

Panelists include:

Mark Britton (@Mark_Britton) of AVVO

Shauna Causey (@ShaunaCausey), Social Business Strategist, Ant’s Eye View

Mike Whitmore (@mikewhitmore) of Fresh Consulting

Kraig Baker (@bakek) social media expert at Davis Wright Tremaine

When: Tuesday February 8th, 2011

Time: 5:30-8:00pm

Where: Davis Wright Tremaine, LLP; 1201 Third Avenue, Suite 2200, Seattle, Washington 98101

Cost: Members = Free Non-Members = $20

Please register by Tuesday, February 8th, 2011 at 12pm.

Posted in Startup Events | Tagged , , , | 1 Comment

Net Neutrality at the FCC: A Critique of the Legal Reasoning of its Net Neutrality Order

By Michael C. Sloan

An earlier Davis Wright Tremaine advisory described the requirements of the Federal Communications Commission’s new “net neutrality” rules—transparency, no blocking, and no unreasonable discrimination. It also noted that the legal analysis in the Net Neutrality Order (NNO) “may stretch the FCC’s logic and authority beyond the breaking point.” This advisory expands on that observation. It also addresses the business, legal, and political context in which the rules were issued.

Net neutrality prior to the NNO

The rules are based on the FCC’s determination that regulation is necessary to assure the continued growth and development of the Internet. That is a departure from previous FCC administrations, for whom, with a few exceptions, “Hands off the Internet” was not just a slogan, but a policy.

Continue reading . . .

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Companies, Remember IRS Form 3921 For Employees Who Exercised ISOs

By Michael Gentile & Joe Wallin

Corporations must now comply with an additional reporting requirement with respect to exercises of incentive stock options (nonqualified stock options are not subject to this new requirement).  Beginning with ISO exercises occurring in 2010, corporations will have to file an information return with the IRS, in addition to providing a statement to the employee.  The IRS has issued Form 3921 for this purpose, which corporations must use to satisfy these reporting requirements.

In general, the information to be provided on Form 3921 includes:

  • the date the option was granted and exercised;
  • the exercise price per share;
  • the fair market value per share on the date of exercise; and
  • the number of shares transferred pursuant to exercise of option.

Corporations must file Form 3921 with the IRS by February 28 (or March 31 for electronic filers) of the year following the year in which the ISO is exercised, and furnish a copy to the employee by January 31 of that year.  This means that, for ISO stock exercises which occurred in the calendar year 2010, the reporting deadlines is fast approaching.  With respect to such exercises, corporations must complete and provide a copy of the form to the employee no later than January 31, 2011, and file the form with the IRS no later than February 28, 2011 (or March 31, 2011 for electronic filers).

You can find more information here.

Posted in Equity Compensation, Federal Law & Regulation | Tagged , , , | 10 Comments

Marketing and Distributing Products in China

Tuesday, January 18, 2011
2:00 – 5:00 p.m. Program
5:00 p.m. Reception
Davis Wright Tremaine
1201 Third Avenue, Suite 2200
Seattle, WA 98101

Davis Wright Tremaine’s Distribution Counseling Group will present a two-part seminar designed to walk clients and friends through the process of introducing an existing North American manufactured product into China. We will focus on everything from the all-important first visit to test the waters for your product, to building distribution networks and brand strength once the product has been introduced.

Continue reading

Posted in Startup Events | Tagged , , , | 3 Comments