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I recently sat down at our new office in Ponce City Market and talked with a few serial entrepreneur friends about why we’re opening an Atlanta office and how we’re going to succeed here. Since many of the reasons we chose Atlanta are the same as those that make it a terrific choice for startup and established technology companies, I thought it might be useful to share some of what we discussed. Click here to read the full article.

On June 1, 2016, the United States Securities and Exchange Commission (the “SEC”) announced and issued an enforcement action (the “Enforcement Action”) against Blackstreet Capital Management, LLC (“BCM”), and its founder, Murry Gunty (“Gunty”).  The Enforcement Action arose out of actions taken by funds advised by Blackstreet that the SEC alleges required registration by Blackstreet as a broker-dealer.  Click here to read the full article.

THE PROBLEM:  LIQUIDATION PREFERENCE OVER-HANG In today’s economy many venture backed companies may now find that the liquidation preference associated with this venture money exceeds a fair estimation of the company’s value under any reasonable sale transaction. In other words, there is a “liquidation preference over-hang.” As a result of a liquidation preference over-hang, a company’s common stock, typically held by its employees, is essentially worthless. Companies with such a liquidation preference over-hang must develop new ways to motivate and retain their employees.   Click here to read full article.

On August 1, 2016, Massachusetts Governor Charlie Baker signed “An Act to Establish Pay Equity (the Act)” into law. The Act, which does not become effective until July 1, 2018, will require Massachusetts employers to pay men and women equally for comparable work. It also forbids employers from asking prospective employees about salary history or restricting employee discussion of pay. The Act imposes significant consequences for violations of the law.   Click here to read the full article.

Williams Companies, Inc. v Energy Transfer Equity, L.P. – Court of Chancery of the State of Delaware On June 24, 2016 the Delaware Court of Chancery ruled on a dispute with implications for lawyers and companies negotiating closing conditions in a merger agreement.  The dispute in Williams Companies, Inc. v Energy Transfer Equity, L.P. centered on a legal opinion to be delivered by the purchaser’s tax counsel prior to closing.   The purchasers were able to terminate the merger agreement when their counsel refused to deliver the opinion.  Practitioners negotiating merger agreements will want to pay special attention to the lessons of Williams before agreeing to any closing conditions or committing to use “commercially reasonable” efforts to meet pre-closing obligations.   Click here to read full article.

The laws governing payment of wages, overtime pay, and commissions have become a leading source of employee claims and employer liability. Mistakes in this area can be costly and penalties in Massachusetts include treble damages and individual liability against certain individual corporate officers.  Buyers and sellers in corporate transactions must pay close attention to these risks where the transaction may result in termination of employees’ employment. Click here to read the full article.

For more than 25 years, the Internal Revenue Code has allowed discounts on the fair market value of ownership interests in family-controlled or closely-held businesses and other investment entities when it came to calculating federal estate, gift and generation-skipping transfer (GST) taxes. Last week, though, the IRS proposed a sweeping change to the regulations governing those discounts, virtually eliminating them in most circumstances and increasing the amount of assets subject to estate, gift and GST taxes.  Click here to read the full article.

Almost every company has an internet presence. Some do all of their business on the internet. Even though we’ve had more than two decades to get used to internet memes and animated gifs (here’s a fun timeline), we still sometimes feel like the internet is the Wild West. It’s not. There are many, many laws and regulations governing how you can and can’t behave on the internet. This series of posts will present 13 “gotcha moments” where a good company can get tripped up by internet regulations. These are just a few issues to be aware of, as there are many others. In part one of this series, I talked about foreign regulations, CAN-SPAM and hosting contracts. In part two, I talked about some intellectual property issues. In this part three, I’ll cover minors, gambling, privacy, “disruption” and local taxes. It’s a bit of potpourri. Click here to read the full article.

We just celebrated our 20th anniversary on May 20th of this year. The 20 years have flown by quickly. I estimate that we have worked with over 5,000 clients, mostly entrepreneurs, during this period of time. So I thought it would be a good time to reflect on what I have learned in working with entrepreneurs over those 20 years. The Uniqueness of Entrepreneurs. Entrepreneurs are unique individuals with the drive and determination to venture out into areas with a large number of unknowns, particularly funding, and yet they thrive in that environment. Someone once said to me that most entrepreneurs are unemployable. I guess that is right in the sense that most of them don’t follow the rules and are always finding ways to do things differently and hopefully better and more efficiently. I think that being “unemployable” in some ways is really a badge of honor for entrepreneurs and what makes them successful. Click here to read the full article.

In what has been a seemingly rare occurrence in recent months, the U.S. Court of Appeals for the Federal Circuit recently issued a pro-patentee decision in Immersion Corporation v. HTC Corporation and HTC America, Inc., holding that a continuing application filed on the same day as the parent application issues as a patent satisfies the requirement that the continuing application be filed before the parent is patented. Click here to read the full article.

The European Commission Has Adopted and Launched the EU-U.S. Privacy Shield Earlier this week, the European Commission adopted the EU-U.S. Privacy Shield – a new framework for transatlantic data flows. The European Commission’s Press Release announcing the Shield promises that the new framework “protects the fundamental rights of anyone in the EU whose personal data is transferred to the United States” and brings “legal clarity for businesses relying on transatlantic data transfers.” Click here to read the full article.

Revised on July 14, 2016, with Updated Information from Office of Enforcement On June 28, 2016, we alerted employers about the San Diego Earned Sick Leave and Minimum Wage Ordinance (“Ordinance”), cautioning employers that the “original” Ordinance had an uncertain effective date of sometime in mid-July and that the “implemented” Ordinance might include major substantive changes. On July 11, the City Council approved certification of the results from the June 7 election that passed the original Ordinance, which means the original Ordinance is effective immediately (i.e., July 11, 2016). To clarify, only the terms of the original Ordinance are effective as of July 11. The terms of the implemented Ordinance, which are now finalized and being considered by the City Council, will be effective in mid-September. Click here to read the full article.