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NEW INVESTMENT ADVISERS ACT RULES FOR
INVESTMENT FUND MANAGERS
This summer the SEC finalized the rules implementing changes to the Investment Advisers Act of 1940, which had been issued in proposed form near the end of 2010 following passage of The Dodd-Frank Wall Street Reform and Consumer Protection Act (Pub.L. 111 – 203, H.R. 4173).
The new rules went into effect July 21, 2011 and will require many more investment fund managers to register, unless they qualify for one of the new, relatively narrow exemptions. In addition, even exempt fund managers will become subject to various reporting requirements and SEC inspections.
Details regarding these rules have been covered in a series of posts in our blog The Venture Alley:
• Venture capital fund exemption (and grandfather rules for existing VC funds)
• Private fund advisers exemption (having less than $150 million in AUM)
• Foreign private adviser exemption
• Family office exemption
• Reporting requirements of exempt fund managers and related rules
• Preparing for SEC examinations
TWO OF THE MOST COSTLY EMPLOYMENT MISTAKES
EMERGING COMPANIES SHOULD AVOID
By Nancy Kawano and Merrili Escue
Most startup businesses are faced with the challenge of making the most efficient use of every dollar of their financing. As a result, creative cost-cutting measures are essential to maintain available working capital.
For the unwary employer, however, cutting the wrong corners can be financially disastrous and may crush the life out of a new venture with enormous penalties, possible double damages, expensive litigation and potential individual liability for officers and directors.
Read more here.
DLA PIPER EARNS #1
SPOT FOR VENTURE CAPITAL
AND M&A DEALS CLOSED
DLA Piper ranks first globally among corporate law firms for the number of private equity and venture capital deals negotiated and closed in 2010, according to the latest data from Dow Jones Private Equity Analyst. DLA Piper topped the list with a total of 976 deals, including 435 private equity deals and 541 venture capital deals.
And DLA Piper ranked #1 in global M&A deal volume for 2010, according to mergermarket. In 2010 alone, we handled nearly 500 transactions worldwide, valued at more than US$90 billion.
Learn more here and here.
READ OUR BLOG POSTS
CLOUD COMPUTING AND HOW TO USE IT
DLA Piper lawyer Victoria Lee looks at the benefits and concerns when a company is considering using the cloud. Read her post on our blog Re:Marks on Copyright and Trademark.
UNDERSTANDING VC FINANCINGS – VALUATION
DLA Piper lawyer Tyler Hollenbeck reports on one of the most fundamental terms for founders and investors to negotiate in a VC deal. Read his post on our blog The Venture Alley.
DLA PIPER REPRESENTS:
Selected IPOs
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The Active Network, Inc. (NYSE: ACTV), a venture-backed cloud computing application company, in its US$165 million IPO, with lead underwriters BofA Merrill Lynch and Citi
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Teavana Holdings, Inc. (NYSE: TEA), a specialty tea retailer, in its US$139.6 million IPO, with lead underwriters BofA Merrill Lynch and Goldman, Sachs & Co.
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Lead underwriters Morgan Stanley, Deutsche Bank Securities, Goldman, Sachs & Co. and J.P. Morgan in the IPO of US$216 million of HomeAway, Inc. (Nasdaq: AWAY), the world’s largest online vacation rental marketplace
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Selected M&A
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AWR Corporation, a venture-backed high-frequency electronic design automation company, in its sale to National Instruments Corporation (Nasdaq: NATI) for US$58 million plus additional earnout payments
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Contextweb, Inc. in its US$5 million Series E financing led by Investor Growth Capital, Draper Fisher Jurvetson and Updata Partners
as well as in its subsequent merger with Datran Media, resulting in a combined company now known as PulsePoint
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PopCap Games, Inc. an online gaming company behind such hits as Bejeweled, Plants vs. Zombies and Zuma, in its acquisition by Electronic Arts, Inc. for up to US$1.3 billion, comprised of cash at closing plus additional earnout payments
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Selected fund formation
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Qiming Ventures in its formation of Qiming Venture Partners III, L.P., a venture capital fund with US$450 million in aggregate commitments. This is the newest of the Qiming funds, which invest in Chinese companies and have over US$1 billion of assets under management
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Selected company-side financings
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6fusion, Inc., a provider of cloud infrastructure-as-a-service technology, in its US$9 million Series B financing by Grotech and Intersouth Partners
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Avalara, Inc., a SAAS provider of sales and use tax automation solutions, in its US$21 million preferred stock financing led by Sageview Capital
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CareCloud Corporation, a provider of a cloud-based system for managing physicians’ offices, in its US$20.1 million Series A financing led by Intel Capital and Norwest Venture Partners
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Joulex, Inc., an energy usage management and monitoring company led by the former management team of ISS, in its US$17 million Series B financing by Sigma Partners, Flybridge and Intel Capital
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Petfooddirect.com (Pet360), an online pet information, community and commerce company, in its US$18 million Series B financing led by Updata Partners and LLR Partners
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Salsa Labs, Inc., an SAAS provider of online organizing and communications tools, in its US$5 million Series A financing from Edison Ventures
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Selected investor-side financings
PLEASE JOIN US: Q3 2011 MONEYTREE REPORT
Tuesday, November 29, 2011
DLA Piper – New York
Please join us in New York City as a panel of advisers provides insight into venture capital funding trends and the findings of the Q3 2011 MoneyTree Report from PricewaterhouseCoopers and the National Venture Capital Association. For more information and to reserve a place, please contact Venus Figueroa.
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FALL 2011
In this issue:
ABOUT US
DLA Piper’s Emerging Growth and Venture Capital Practice is among the most experienced groups in the venture community. Since 2006, we have represented clients in more than 2,500 venture capital transactions, totaling US$33 billion in value.
CONTACTS
For more information about DLA Piper’s emerging growth and venture capital work, please contact:
Jeff Leavitt
Atlanta
Paul Hurdlow
Austin
Itai Nevo
Boston
Andrew Gilbert
New York and New Jersey
Randy Socol
San Diego
Trent Dykes
Seattle
Curtis Mo
Brad Gersich
Silicon Valley and San Francisco
Jeff Lehrer
Washington, DC and Northern Virginia
OUR BLOGS
Health Care Law Matters – about business and legal issues important to leaders in the health care
Re:Marks on Copyright and Trademark – about protecting the integrity of brands and maximizing the value of marks
The Venture Alley – about business and legal issues important to entrepreneurs, startups and venture capitalists
RESOURCES
The Venture Pipeline – a DLA Piper business unit that focuses on helping emerging growth companies raise money
SUBSCRIBE
Subscribe to DLA Piper US-based publications here.
Subscribe to DLA Piper EMEA-based publications here.
Subscribe to DLA Piper Australia-based publications here.
FOLLOW US
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Published by DLA Piper LLP (US)
Copyright © 2011 DLA Piper LLP (US)
All Rights Reserved
This bulletin is intended as a general overview and discussion of the subjects dealt with. It is not intended, and should not be used, as a
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