What's New - VC Experts, Inc.

13.3.2.l: Canada: New National Instrument 31-103 takes effect

Wed, 04 Nov 2009 11:01:01 -0700

Dealer and adviser registration categories and requirements throughout Canada are numerous, varied and complex. After several years of consultation, the Canadian Securities Administrators (CSA) have published National Instrument 31-103 Registration Requirements and Exemptions (NI 31-103) containing amendments to securities legislation and local rules that are intended to harmonize, streamline and simplify dealer and adviser registration categories and requirements. NI 31-103 became effective in all provinces and territories of Canada on September 28, 2009 (the "Implementation Date")

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14.10: SEC Climate Change Disclosure: Is Your Company?s Carbon Footprint A "Material" Risk?

Wed, 28 Oct 2009 11:59:26 -0700

Securities law requires publicly-traded companies to report material risks. Does the Securities Exchange Commission (SEC) currently stipulate that material climate risks be disclosed under existing law? No - at least not yet. Should publicly-traded companies evaluate whether climate change is reasonably likely to impact their future financial performance? Yes - especially as the Obama administration attempts to position the U.S. for a low-carbon future.

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12.12.15: In a Leveraged Buyout With a Controlling Stockholder, Loyal Directors Must Actively Negotiate

Wed, 28 Oct 2009 08:37:38 -0700

A recent decision by the Delaware Court of Chancery reinforces the responsibility of a board of directors to assertively defend the interests of the noncontrolling stockholders when negotiating with a controlling stockholder in order to satisfy the board's duty of loyalty. In Louisiana Municipal Police Employees' Retirement System v. Fertitta, No. 4339-VCL, 2009 WL 2263406 (Del. Ch. July 28, 2009), the court refused to dismiss claims against the board and the CEO of Landry's Restaurants, Inc. alleging breach of their duty of loyalty and waste of corporate assets in connection with a failed leveraged buyout of the company by the CEO.

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15.13.19: Summary of Israeli High-Tech Company Capital Raising Q1-Q3/2009 Survey

Wed, 21 Oct 2009 07:10:42 -0700

Tel Aviv, Israel, October 21, 2009. The following are the findings of the IVC Quarterly Survey conducted by the IVC Research Center, which for more than 12 years has been at the forefront of high-tech, venture capital and private equity research in Israel. This Survey reviews capital raised by private Israeli high-tech companies from Israeli venture capital funds, foreign investors and other investors. The Survey is based on reports from 81 investors of which 44 are Israeli management companies and 37 are other - mostly foreign - investment entities.

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7.3.5: Protecting Your Confidential Business Information While the Noncompete Debate Continues

Tue, 20 Oct 2009 09:19:37 -0700

Certain recognized voices in the venture capital (VC) community have become increasingly vocal in their call for the abandonment of noncompete agreements in Massachusetts. Noncompetes are agreements that impose post-employment restrictions on a former employee's ability to compete with its prior employer. These VCs believe that noncompete agreements stifle an employee's mobility and innovation and, therefore, VC interest and investment. In support of their position, they point to the relative success of Silicon Valley's tech industry as compared with Boston's 128 high-tech corridor.

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8.2.1.e: New York State Enacts Changes Impacting the Creation and Potential Uses of Powers of Attorney

Tue, 20 Oct 2009 08:17:46 -0700

On September 1, 2009, broad changes to the laws governing powers of attorney became effective in the State of New York.[1] These changes impact both the creation and potential uses of powers of attorney and apply not only to New York residents, but also to individuals who execute powers of attorney while conducting business in New York.

The revised law has wide implications. The revised law does not provide for an exclusion for commercial transactions; thus, it appears to govern all powers of attorney that are executed by individuals in New York, including those that may be incorporated into other documents such as limited partnership agreements and limited liability company operating agreements, or granted in connection with registration statements and other filings made with the Securities and Exchange Commission (the "SEC").

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2.1.1.d: Tax Opportunities and Pitfalls in Operating an S Corporation

Thu, 08 Oct 2009 09:33:46 -0700

An S corporation is a special creation of the tax law. To qualify as an S corporation, a number of very specific statutory requirements must be satisfied, and the corporation must elect, with the unanimous consent of its shareholders, to be taxed as provided in Subchapter S of the Internal Revenue Code.

The principal benefit of an S election is that, except in limited circumstances, income of the corporation passes through to its shareholders without corporate taxation. Thus, an S corporation has some tax characteristics of a partnership, but it is a corporation for all other purposes, including liability protection.

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12.3.1.a: The MAC - MAE Checklist

Tue, 29 Sep 2009 08:36:28 -0700

Herewith some thoughts prompted by David Marcus' excellent piece on the now-notorious material adverse effect clause (the "walk right") in buyout transactions, in The Deal, "In Praise of Ambiguity." The landscape for Marcus' note is the extraordinary frequency of litigation involving conflicting interpretations of the material adverse change or effect clause in agreements between public companies (targets or the "sell side") being taken private by a buyout fund (the "buy side").

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12.12.14: Courts Signal that Financial Advisors Issue Fairness Opinions, Not Insurance Policies

Mon, 14 Sep 2009 10:22:10 -0700

In recent years the role of financial advisors in M&A transactions has garnered increased attention. Traditionally viewed as a sort of insurance policy for disappointed buyers, financial advisors are now more commonly viewed as service providers responsible for specified duties. The courts have reinforced this position with a string of opinions which both narrowly tailor the role of financial advisors in such transactions and appear to limit their duties of disclosure in connection with financial analyses and the issuance of fairness opinions.

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10.2.6.c.ii: Updated IPEV Private Equity Valuation Guidelines

Mon, 14 Sep 2009 06:42:35 -0700

The International Private Equity and Venture Capital Valuation Guidelines were developed by the Association Fran?aise des Investisseurs en Capital (AFIC), the British Venture Capital Association (BVCA) and the European Private Equity and Venture Capital Association (EVCA) and were launched in March 2005 to reflect the need for greater comparability across the industry and for consistency with IFRS and US GAAP accounting principles.

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