 | | April 9, 2012
The May Report: 4/9/2012: A quickie since I want to get down to Theory for the CCEA Happy Hour; Congratulations to Mike Fisher of Storymix Media www.storymixmedia.comfor a Great Pitch at Plug and Play Tech Center in Silicon Valley! -- for once I have little else to say right now
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Louis Brandeis: "Publicity is justly commended as a remedy for social and industrial diseases. Sunlight is said to be the best of disinfectants."
frequently attributed to Edmund Burke: "All that is necessary for the triumph of evil is that good men do nothing." but the quote and its many variations have been the subject of dispute. See http://en.wikiquote.org/wiki/Edmund_Burke for more.
"Larsen E. Whipsnade": You Can't Cheat an Honest Man (1939), a comedy film starring and scripted by W. C. Fields
Andre' Gide (1869 - 1951) in his "Les Nourritures Terrestres. Envoi:":
"What another would have done as well as you, do not do it. What another would have said as well as you, do not say it; written as well, do not write it. Be faithful to that which exists nowhere but in yourself --- and thus make yourself indispensable."
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April 17 - Annual Fair/Pair for Entrepreneurs
Come join us for a mini trade show combined with a mini Taste of Chicago. Our annual Fair/Pair features businesses who support small to medium sized companies paired up with a local food and beverage vendor. Attendees will circulate throughout the various "pairings" to sample great food and drink plus have access to businesses who can support your business all in one night!
Plus you can qualify to win a Kindle!
Current Food/Beverage Vendors Attending:
Finch Beer
Foiled Cupcakes
Scott and Lisa's Gourmet Pretzels
Argo Tea
MJ Catering
Spark of the Heart
Current Business Vendors Attending
US Voice & Data
IBM
Productive Scheduling Solutions
KnowledgeShift
Adalyze Technologis
Tandem HR
Racom Comomuniations
Venture SHOT/Funding Feeding Frenzy
Heartland Group
BTE Consulting
Open One Solutions
UBS Investments - Jeffery Tear
When: April 17th
Time: 5:30-8:00 pm
Where: IBM Innovation Center 71 S. Wacker 6th Fl
Fee: $10 for members $20 at the door
$35 for non-members $40 at the door
Click here to register
http://www.mitefchicago.org/
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TABLE OF CONTENTS
The Scoop section:
-- Facebook Buys Instagram For $1 Billion, Turns Budding Rival Into Its Standalone Photo App
-- Phil Tadros: Check out Mouthee
-- Chris Sorensen: Congratulations to Mike Fisher of Storymix Media for a Great Pitch at Plug and Play Tech Center in Silicon Valley!
-- Anonymous: More AG
-- Handler Thayer Commercial Practice Alert - The JOBS Act: A Revolutionary Opportunity On Hold
-- Crowdfunding Act expected to be signed tomorrow
-- TechAmerica Target of Denial-of-Service Attack for Association's Cybersecurity Leadership
________________________________
The Scoop section:
_____________________
Facebook Buys Instagram For $1 Billion, Turns Budding Rival Into Its Standalone Photo App
http://techcrunch.com/2012/04/09/facebook-to-acquire-instagram-for-1-billion/?icid=maing-grid10%7Chtmlws-main-bb%7Cdl1%7Csec1_lnk3%26pLid%3D150351
Facebook Buys Instagram For $1 Billion, Turns Budding Rival Into Its Standalone Photo App
Josh Constine and Kim-Mai Cutler
posted 4 hours ago
160 Comments
Facebook has just finished a deal to acquire mobile photo sharing app Instagram for approximately $1 billion in cash and stock. Instagram will remain an independently branded standalone app that’s separate from Facebook, but the services will increase their ties to each other. The transaction should go through this quarter pending some standard closing procedures
Last year, documents for a standalone Facebook mobile photo sharing app were attained by TechCrunch. Now it seems Facebook would rather buy Instagram which comes with a built-in community of photographers and photo lovers, while simultaneously squashing a threat to its dominance in photo sharing.
At 27 million registered users on iOS alone, Instagram was increasingly positioning itself as a social network in its own right — not just a photo-sharing app. And it was clear that some users were doing more of the daily sharing actvities on Instagram rather than Facebook’s all-in-one mobile apps, which had to be cluttered with nearly every feature of the desktop site.
With the Instagram for Android launch last week, Instagram was going to get to 50 million registered users in a heartbeat after racking up more than 1 million in the first 24 hours. And with that kind of momentum, Facebook felt like it had to move — fast. After all, photo sharing and tagging are arguably what *made* Facebook.
Whatever you think of the price given the fact that Instagram had no revenues, the reality is it was going to be worth whatever Mark Zuckerberg felt like paying for it. Both Google and Facebook had approached Instagram several times over the past 18 months, but the talks clearly didn’t result in a deal. So Facebook was going to have to offer a huge premium over the last valuation for Systrom and the board to take any deal seriously.
[Instagram's founders from left, Mike Krieger and Kevin Systrom. Portrait by Cody Pickens]
With the deal, Instagram will gain massive design and engineering resources by joining forces with Facebook, a big change after running as a famously lean company with just a handful of employees. Still, the deal seems to let Instagram stay somewhat independent and maintain some of its company culture. Instagram CEO Kevin Systrom writes in a blog post, “It’s important to be clear that Instagram is not going away.”
This is a really big departure from the way Zuckerberg has historically run Facebook as a single product. He has always been insistent that everything feed back into Facebook itself. Keeping Instagram as a separate product and brand is reminiscent of what Google has done with keeping YouTube and Android as separate fiefdoms within the company following their acquisitions.
Instagram’s investors included Benchmark Capital, Greylock Capital, Thrive Capital and Andreessen Horowitz, along with angel investors including Quora’s Adam D’Angelo, Lowercase Capital’s Chris Sacca and Square and Twitter’s Jack Dorsey.
The early investors must be thrilled with the price. From our understanding, the later investors, who put capital into the company at a $500 million valuation, seem happy with basically getting a 2X in a few days after the money was wired last Thursday.
Congratulations to Instagram’s founders Mike Krieger and Kevin Systrom. You opened the world’s eyes to seeing art in everyday life, and now Facebook has opened its doors to you. So in your honor, we’ve made you part of the TechCrunch home page logo.
More on the acquisition:
Right Before Acquisition, Instagram Closed $50M At A $500M Valuation From Sequoia, Thrive, Greylock And Benchmark
With Instagram Buy, Facebook Officially Pushes M&A Strategy Beyond The ‘Acqui-hire’
With Over 30 Million Users On iOS, Instagram Finally Comes To Android
–
Mark Zuckerberg posted the following letter to his Timeline about the purchase:
I’m excited to share the news that we’ve agreed to acquire Instagram and that their talented team will be joining Facebook.
For years, we’ve focused on building the best experience for sharing photos with your friends and family. Now, we’ll be able to work even more closely with the Instagram team to also offer the best experiences for sharing beautiful mobile photos with people based on your interests.
We believe these are different experiences that complement each other. But in order to do this well, we need to be mindful about keeping and building on Instagram’s strengths and features rather than just trying to integrate everything into Facebook.
That’s why we’re committed to building and growing Instagram independently. Millions of people around the world love the Instagram app and the brand associated with it, and our goal is to help spread this app and brand to even more people.
We think the fact that Instagram is connected to other services beyond Facebook is an important part of the experience. We plan on keeping features like the ability to post to other social networks, the ability to not share your Instagrams on Facebook if you want, and the ability to have followers and follow people separately from your friends on Facebook.
These and many other features are important parts of the Instagram experience and we understand that. We will try to learn from Instagram’s experience to build similar features into our other products. At the same time, we will try to help Instagram continue to grow by using Facebook’s strong engineering team and infrastructure.
This is an important milestone for Facebook because it’s the first time we’ve ever acquired a product and company with so many users. We don’t plan on doing many more of these, if any at all. But providing the best photo sharing experience is one reason why so many people love Facebook and we knew it would be worth bringing these two companies together.
We’re looking forward to working with the Instagram team and to all of the great new experiences we’re going to be able to build together.
[Additional reporting by Kim-Mai Cutler, Image Credit: Max Woolf]
Crunchbase
INSTAGRAM
FACEBOOK
Company:Instagram
Website:instagram.com
Launch Date:March 2010
Funding:$47.5M
Instagram is a free photo sharing application that allows users to take photos, apply a filter, and share it on the service or a variety of other social networking services, including Facebook, Twitter, Foursquare, Tumblr, Flickr , Foursquare and Posterous.[2] The application is compatible with any iPhone, iPad or iPod Touch running iOS 3.1.2 or above. Instagram, in an homage to both the Kodak Instamatic and Polaroid cameras, confines photos into a square shape. This is in contrast to the...
facebook:
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4.9.12Insta-Backlash: Twitterverse Overreacts To Facebook's…
4.9.12With Instagram Buy, Facebook Officially Pushes M&A…
4.9.12Right Before Acquisition, Instagram Closed $50M At A $500M…
4.9.12Facebook Buys Instagram For $1 Billion,…
4.9.12AOL Sells 800 Patents For $1.1 Billion To Microsoft [Memo To…
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____________________________
Phil Tadros: Check out Mouthee
Check out Mouthee
ronaldmay@aol.com
x
Philip Tadros phil@doejo.com
Apr 6 (3 days ago)
to RONALDMAY
Images are not displayed. Display images below - Always display images from phil@doejo.com
Check out this application on the App Store:
Mouthee
Mouthee Media LLC
Category: Social Networking
Updated: Apr 06, 2012
8 Ratings
iTunes for Mac and Windows
Please note that you have not been added to any email lists.
Copyright © 2012 Apple Inc. All rights reserved
Philip Tadros
708.655.6753
doejo.com
____________________________
Chris Sorensen: Congratulations to Mike Fisher of Storymix Media for a Great Pitch at Plug and Play Tech Center in Silicon Valley!
Congratulations to Mike Fisher of Storymix Media for a Great Pitch at Plug and Play Tech Center in Silicon Valley!
Inbox
x
Chris Sorensen Chris@plugandplaychicago.com
3:17 PM (12 minutes ago)
to me, Mike
from: Chris Sorensen Chris@plugandplaychicago.com
to: ron@themayreport.com
cc: Mike Fisher <mikefisher@storymixmedia.com>
date: Mon, Apr 9, 2012 at 3:17 PM
subject: Congratulations to Mike Fisher of Storymix Media for a Great Pitch at Plug and Play Tech Center in Silicon Valley!
Hi Ron,
I wanted to congratulate Mike Fisher of Storymix Media as the winner of the “Pitch at Plug and Play Spring Expo” Contest.
Mike won a coveted slot to come out to Plug and Play Tech Center in Silicon Valley and he did a great pitch for nearly 100 of the Valley’s top Venture Capitalists and Angels.
Mike explained how Storymix takes a new twist on liberating the millions of hours of personal video that are locked up on camcorders, and smart phones. Storymix creates a single location where all the people who attended a certain event (e.g. Wedding, Soccer game, Bar mitzvah, speech, etc) can all upload their own video perspectives of the event to a single video “Drop Box.”
Then each user can quickly and easily select their favorite perspective clips to be automatically compiled into a professionally published movie that can be downloaded or delivered on a DVD.
The Storymix platform combines the power of crowd-sourced video content (other people may have captured important moments that you missed) with mass personalization which allows everyone to create their own unique and personalized “Director’s Cut” movie from all the uploaded clips. The StoryMix website has a simple interface for selecting clips, arranging the order and adding captions and titles - but no video editing skills are required!
One of the Plug and Play mentors quickly created a Silicon Valley slang description for Mike to use in his elevator pitch with prospective investors: “StoryMix is YouTube meets ShutterFly” (upload crowd-sourced video clips then create and publish a finished video product).
Besides introducing Storymix Media to the Silicon Valley investor community, we were also happy to help make several other potentially valuable business connections for Mike including an introduction to “WeVideo,” another member of the Plug and Play community that was recently selected as the online video editing tool for YouTube. Additionally another Plug and Play partner invited Mike to Florida to make connections at Carnival and Disney.
Mike did a great job presenting and representing the new wave of Chicago startups - we wish him great success in the future!
Company URL www.storymixmedia.com
Mike Fisher
mikefisher@storymixmedia.com
773-315-2209
Best,
Chris Sorensen
Managing Director Plug and Play Chicago
312.399.2101 (m)
Sunnyvale Ca.
www.PlugandPlayTechCenter.com
www.linkedin.com/in/chrissorensen
_________________________
Anonymous: More AG
More AG
Inbox
x
[Name and email withheld upon request]
to me
Name and email not for print.
It gets better about the greed at the top
Old timers tell me there used to be a stock plan way back and shares were less than a buck
When the chinese bought the company they were forced to sell and made a small amount. No one bought a new macbook with it.
Bet they would clean up if they were in.
Those same people that were there from the start and there are lots aren't getting anything.
Ron, you write about ipo all the time, is this common now for employees to get left behind? And you're wrong about matt schmeltz, not a big jerk. You gotta be tough when managing a bunch of 22 year old sales guys.
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Handler Thayer Commercial Practice Alert - The JOBS Act: A Revolutionary Opportunity On Hold
Subject: Handler Thayer Commercial Practice Alert - The JOBS Act: A Revolutionary Opportunity On Hold
Date: 4/8/2012 2:21:21 P.M. Central Daylight Time
From: tatvshow@yahoo.com
To: ron@themayreport.com
CC: RONALDMAY@aol.com
Handler Thayer Commercial Practice Alert - The JOBS Act: A Revolutionary Opportunity On Hold
CHICAGO, April 5, 2012 - www.twitter.com/techaccesstv - On April 5, 2012, President Obama signed the Jumpstart Our Business Startups Act (the "JOBS Act") into law. The JOBS Act encompasses several significant changes to the federal securities laws, providing a proverbial facelift for the private capital raising provisions in the Securities Act of 1933 (the "Securities Act"), the Securities Exchange Act of 1934 (the "Exchange Act"), and the Sarbanes-Oxley Act of 2002 ("SOX"). While President Obama's signature ushers in a new era of fundraising opportunities for private companies, the JOBS Act leaves the details of crowdfunding and private offerings in the hands of the Securities and Exchange Commission (the "SEC"). As a result, the bi-partisan legislation initially developed in President Obama's Startup Initiative, will now be turned over to the SEC who has not been particularly excited about drafting quick and easy regulations to implement these ground breaking initiatives. Although the legislation will provide new and innovative fundraising strategies for many small businesses, the SEC's
Congress Approves Crowdfunding
The most discussed, debated, and celebrated provision of the JOBS Act is the crowdfunding exemption created in Title III. The Capital Raising Online While Deterring Fraud and Unethical Non-Disclosure Act of 2012, or the "CROWDFUNDING Act" allows issuers to raise $1 million in a 12-month period from investors over the Internet.[1] Investors are limited to investing: (i) the greater of $2,000 or 5% of the investor's annual income or net worth, if the investors income or net worth is under $100,000; or (ii) the lesser of $100,000 or 10% of the investor's annual income or net worth, if the investor's annual income or net worth is $100,000 or greater.[2] The only catch is that these offers must be made through a Broker-Dealer or a "funding portal" that is registered with the SEC,[3] pursuant to rules and regulations that are yet to be developed.
In addition to requiring a "registered" intermediary to administer the offering, the JOBS Act requires issuers to comply with new disclosure requirements pursuant to such rules and regulations that, once again, are to be developed by the SEC. The outcome of the SEC's rulemaking will likely increase the overall regulatory burden of doing a Crowdfunding Offering which will make it more costly for issuers.
Under the JOBS Act, intermediaries will be required to:
(i) Register with the Commission as a broker, or a funding portal[4];
(ii) Register with any applicable self-regulatory organization (i.e. FINRA);
(iii) Provide detailed disclosures, including risks, to investors;
(iv) Ensure that each investor:
a. Review education information;
b. Positively affirm that the investor understands that he or she is risking the loss of the entire investment; and,
c. Can bear such loss;
(v) Obtain background and a securities enforcement regulatory history check on each officer, director, and person holding more than 20% of the outstanding equity;
(vi) Provide the SEC and investors with any information provided by the issuer within 21 days prior to the first day of sales;
(vii) Ensure that the issuer cannot access offering proceeds until the target offering amount is raise and allow all investors to cancel commitments;
(viii) Ensure that investors do not exceed the 12-month investing limitations on securities purchased under Section 4(6) of the Securities Act;
(ix) Protect the privacy of information collected from investors;
(x) Refrain from compensating promoters, finders, or lead generators for personal identifying information of any potential investor; and,
(xi) Prohibit directors, officers, or partners (or anyone similar person) from having any financial interest in the issuer using its services.[5]
In addition to the restrictions and obligations placed upon intermediaries, the JOBS Act requires issuers to provide information to investors and the SEC that is typically required for registered offerings. Issuers will be required to provide:
(i) The name, legal status, address, and website of the issuer;
(ii) Names of directors, officers (or similarly situated persons) and investors owning more than 20% of the outstanding equity in the company;
(iii) A description of the issuer's business and a business plan;
(iv) A description of the financial condition of the company, including:
a. If the target offering amount is $100,000 or less, then the most recent year's income tax returns (if any); as well as financial statements of the issuer certified by the principal executive officer of the issuer as being true and complete in all material aspects[6];
b. If the target offering amount is over $100,000, but not more than $500,000, the issuer must provide financial statements reviewed by an independent public accountant; and,
c. If the target offering amount is over $500,000, the issuer must provide audited financial statements;
(v) A description of the offering sought by the issuer regarding the targeted offering amount, the deadline of the offerings, and regular updates regarding process in meeting the target offering amount;
(vi) Determination of the price of the securities, including a written disclosure of the final price of the securities with a reasonable opportunity to rescind the commitment; and,
(vii) A description of ownership and capital structure, including the terms and conditions of the offering and the risks to purchasers regarding minority ownership in the company.[7]
In addition, issuers are required to file with the Commission and provide investors annual reports of the results of operations and financial statements of the issuer.[8] Finally, the JOBS Act does not entirely preempt state regulation, only prohibiting states from collecting fees in connection with a crowdfunding offering, except for the state of the issuer's residence and the state where more than 50% of its shareholders reside.[9] This suggests that the SEC and state securities regulators could develop a system similar to the current Regulation D state filings, still requiring disclosures be made in a timely manner to every state where an investor resides, despite the state's inability to collect fees. For now, it is uncertain what additional steps or disclosures will be required by the SEC. Congress has given the SEC 270 days to conduct rulemaking, at which time crowdfunding should become available for issuers; however, after the SEC rulemaking process, the rules and regulations for crowdfunding may substantially change the essence of the JOBS Act and create unforeseen obligations for both funding portals and issuers.[10] Consequently, although there have been numerous claims of crowdfunding platforms going live in the last week, issuers should abstain from doing a crowdfunding offering until the SEC has completed the rulemaking process to avoid any potential liability of violating a currently unwritten rule.
Although the creation of crowdfunding has been much heralded by small businesses as a an opportunity to both provide greater access to capital for startups and allow smaller investors to participate in private companies, the anticipated additional layers of regulation and disclosure, usually reserved for public companies, will be very expensive for small companies. The costs of potential audits, legal fees for the drafting of a Private Placement Memorandum, and the ongoing requirements to provide annual reports could be onerous for a young business and make crowdfunding potentially more expensive than a traditional private offering under Regulation D. This raises questions regarding whether crowdfunding can be a successful fundraising strategy and if so, what type of business would benefit from crowdfunding. First, it is clear from the JOBS Act that crowdfunding will not be as simple as posting a blog or update on a site like LinkedIn or Facebook. Rather, the JOBS Act has created a complex set of regulations that will necessitate substantial legal and financial help to navigate the offering. Second, the costs for intermediaries to comply with the forthcoming SEC rules and register with a self-regulated entity will also be passed down to issuers, on top of their fees to access the crowdfunding platform, creating additional charges that are not currently associated with private offerings. Thus, a crowdfunding offering could be more expensive to complete and comply with the ongoing obligations than a traditional Regulation D offering. As a result, it is probably unlikely that companies seeking less than $100,000 will find crowdfunding beneficial.
Congress Allows for General Solicitation in Regulation D and Section 4(2) Offerings
Despite the hype associated with Crowdfunding, the JOBS Act opened a potentially bigger door for future offerings under Regulation D. Under Title II (Access to Capital for Job Creators) of the JOBS Act, issuers relying on a Rule 506 exemption under Regulation D of the Securities Act ("Rule 506") will be able to generally solicit investors, including through the Internet, as long as sales are only made to accredited investors.[11] This, in essence, creates an opportunity to solicit accredited investors using sales strategies similar to a public offering with the disclosure obligations of a private offering.[12]
The removal of the general solicitation rule provides greater flexibility and opportunities for small and startup businesses. Since many private offerings are typically restricted to accredited investors in order to limit disclosures and prevent potential securities laws violations, the opportunity to publicize securities offerings as public offerings will open up the private securities offerings to persons beyond those people who have an established prior relationship with the issuer. Determining who was an eligible investor in a private offering when general solicitation was prohibited was perhaps one of the most complicated parts of conducting a private offering. Private issuers never had clear direction on who they could solicit for their private offering. The ability to publicize the offering over the internet or in print will provide issuers with access to investors that were never before possible and will potentially legitimize fundraising activity that was technically crossing the public/private line in the sand.
The SEC will still have the final say on how these changes can be used by issuers, but was only given 90 days to develop final rules to implement changes to Regulation D.[13] Consequently, general solicitation for Rule 506 offerings, the most popular and widely-used transactional exemptions, should be available for issuers this year. Issuers who are looking to raise money sooner rather than later, may want to take advantage of Rule 506, as opposed to waiting for final rules on Crowdfunding.
Congress Raises Caps on Investor Limitations under 12(g) of the Exchange Act
In response to the dilemma that Facebook recently bumped into (the 500 shareholder limitation), Congress provided some relief under Title V (Private Company Flexibility and Growth) of the JOBS Act. Title V amend Section 12(g)(1)(A) of the Exchange Act, which previously required a company to register if a company had (i) more than $10 million in assets; and (ii) 500 or more investors. Under the amended Section 12(g)(1)(A) an issuer with at least $10 million in assets can have as many as 2,000 investors including up to 500 unaccredited investors.[14] Furthermore, two groups of investors will be excluded from the investor limitation: (i) investors participating in a crowdfunding offering under Section 4(6) of the Securities Act; and (ii) employees receiving equity through an employee compensation plan.[15] By expanding the investor limitations under Section 12(g)(1)(A), small companies are able to stay private longer and avoid the costly registration process before the business is ready to take on the obligations of being a publicly traded company. In addition, this allows companies to do additional fundraising rounds (or larger rounds) prior to making the leap to the public sector.
The New Landscape of Private Funding and Going Public
The JOBS Act also created changes in the law to help ease the transition for small companies that want to go public. First, the "testing the waters" exemption under Regulation A of the Securities Act has been increased from a capital limitation of $5 million to $50 million.[16] This jump was in recognition that a $5 million offering was not enough to capture the interest of investors for companies to properly gauge whether going public was a realistic possibility. Issuers will still be required to file a Form 1-A with the SEC and the file audited financial statements annually, but the increase in offering cap will now help offset the potential cost burden of these disclosures.[17] Second, when the company does go public, the JOBS Act has provided substantial relief from the financial reporting requirements under SOX.[18] This relief targets "Emerging Growth Companies," which Congress defines as companies that have a total annual gross revenue of less than $1 billion.[19] Congress intended that the minimization of disclosure requirements would relieve the onerous and costly regulation burden incurred by public companies related to proper accounting oversight.
The JOBS Act has created numerous opportunities for small businesses and startups to grow through easing the burdens of some of the securities laws and providing unprecedented access to capital. In addition, the JOBS Act provides these opportunities throughout the entire life-cycle of small business: from the seed-round of crowdfunding through the "on-ramp" of the Emerging Growth Company. However, the JOBS Act has not reached the finish line as of yet. It is now in the hands of the SEC, which has already signaled that it may drag its feet during the rulemaking process and delay the implementation of the law. The SEC has already spoken out against certain provisions of the JOBS Act, including Crowdfunding, and now has the opportunity to burden it with excessive regulation making it less practical for small companies. Over the next several months, the devil will be in the details as we look at what the SEC has to say about the implementation of the JOBS Act and what it means for private capital raising.
If you have any questions regarding this press release, please contact Steven J. Thayer at (312) 641-2100.
About Handler Thayer, LLP
Handler Thayer, LLP was recently recognized by Private Asset Management Magazine as the Best Overall Law Firm in the United States serving ultra-high net worth families and family offices. Handler Thayer is dedicated to providing distinctive, technologically-current and responsive services to affluent families, family businesses and family offices. The firm's practice is concentrated in Corporate, Real Estate and Securities Law, Sports & Entertainment Law, Federal, State and International Taxation, Trusts & Estates, and Financial & Estate Planning. Firm clientele include entrepreneurs, foundations, professional athletes, celebrities and family offices. See WWW.HANDLERTHAYER.COM .
[1] Jumpstart Our Business Startups Act, H.R. 3606, 112th Cong. 302(a) (2012).
Bruce Eric Montgomery
Founder, Producer & Host
Technology Access Television
200 S. Wacker Drive, 15th Floor
Chicago, IL 60606-5865
(312) 725-8601
tatvshow@yahoo.com
www.TechAccessTV.com
www.twitter.com/TechAccessTV
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www.YouTube.com/TechAccessTV
____________________________
Crowdfunding Act expected to be signed tomorrow
Fwd: Crowdfunding Act expected to be signed tomorrow
ronaldmay@aol.com
x
William D. Anthony anthonylawoffice@gmail.com
Apr 5 (5 days ago)
to Ronald
---------- Forwarded message ----------
From: William D. Anthony <anthonylawoffice@gmail.com>
Date: Wed, Apr 4, 2012 at 5:38 PM
Subject: Crowdfunding Act expected to be signed tomorrow
To: Ray Markman <raymarkman@yahoo.com>, len_bland@conceptequity.com
To: Clients and Friends
From: Bill Anthony
Date: April 4, 2012
The new “JOBS” Act expected to pass tomorrow
President Obama is expected to sign the Jumpstart Our Business Startups Act or JOBS Act tomorrow, April 5th. The following is a brief summary of the relevant provisions of the seven key provisions of the JOBS Act.
1. There will be a new securities term called an “emerging growth company,” which is a company that had less than $1 billion in revenues before going public. The bill provides many new benefits for emerging growth companies. A company remains an emerging growth company until it has $1 billion in revenues or 5 years passes from going public.
Emerging growth companies:
(a) will be exempt from the new “say on pay” rules requiring companies to give shareholders the right o a non-binding vote on executive compensation.
(b) will only have to deliver 2 years of audited financial statements for an initial public offering (IPO) instead of the 3 years many would be required to deliver now.
(c) will be exempt from Sarbanes-Oxley Section 404(b) which mandates engaging an outside auditing firm to opine as to the adequacy of financial controls.
(d) can conduct an IPO with research reports coming out immediately before, during and after the previously dubbed “quiet periods.”
2. The bill ends the ban on general solicitation or advertising in Regulation D Rule 506 offerings, if all the purchasers in the offering are accredited investors. {this is weird, since Rule 506 was for “sophisticated” persons. We will have to work this out}
3. The JOBS Act also authorizes so-called “crowdfunding”. If purchasers agree to hold securities for one year, the offering will be exempt from SEC registration and you can offer stock to anyone, whether or not accredited, with no information delivery requirements. The idea is that this will lead to using the Internet and social media to offer securities. But the bill would limit companies to raising (a) $1,000,000 a year or (b) $2,000,000 if they provide investors with audited financial statements. Also no purchaser can invest more than $10,000 or if lesser, 10% of their annual income. The bill requires various warnings to investors and a filing with the SEC. In addition, a recent Senate amendment altered the crowdfunding exception to require intermediaries in a crowdfunding offering to be registered with the SEC.
4. The bill further reforms SEC Regulation A in a fashion similar to a separate bill that previously passed the House. Regulation A allows a “mini” public offering with a downsized offering circular approved by the SEC. The bill raises the limit in a Reg A offering to $50 million, but does require audited financial statements. The Reg A offering would also be exempt from state securities or “blue sky law” if it is sold to “qualified purchasers,” a term to be defined in the future.
5. In order to mandate becoming an SEC reporting company, you now would have to have $10 million in assets and at least 2000 shareholders or 500 shareholders who are not accredited investors. Stock issued pursuant to an employee compensation plan would not be counted for this purpose.
6. Responding to a number of recent studies, the bill requires the SEC to study whether decimalization of how securities are quoted has hurt IPOs and gives the SEC the authority to designate a minimum increment in pricing that is more than $0.01 but less than $0.10.
7. The bill also requires the SEC to review the key disclosure regime of Regulation S-K to see if its provisions can be “updated to modernize and simplify the registration process” and to reduce the costs and other burdens associated with those requirements for issuers who are “emerging growth companies”.
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William D. Anthony, Attorney at Law
Anthony Law Office, 20 North Wacker Drive, Suite 2520
Chicago, Illinois 60606, Telephone (312) 332-6405, ext. 267, Cellular (630) 854-0009, Facsimile (312) 332-2657
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TechAmerica Target of Denial-of-Service Attack for Association's Cybersecurity Leadership
TechAmerica Target of Denial-of-Service Attack for Association's Cybersecurity Leadership
ronaldmay@aol.com
x
Ed Longanecker ed.longanecker@techamerica.org
1:13 PM (2 hours ago)
to Midwest
For Immediate Release
April 9, 2012
Contact: Stephanie Craig at 202-682-4443 orStephanie.craig@techamerica.org
TechAmerica Target of Denial-of-Service Attack for Association’s Cybersecurity Leadership
Washington, DC – TechAmerica’s website was the target of a denial-of-service cyber-attack reportedly led by the group Anonymous for the association’s leadership in supporting the Cyber Intelligence Sharing and Protection Act of 2011. Led by Rep. Mike Rodgers (R-MI) and Rep. C.A. “Dutch” Ruppersberger (D-MD), the legislation encourages voluntary information sharing between the government and the private sector, a critical piece in the cybersecurity strategy.
The below statement is from TechAmerica’s President and CEO, Shawn Osborne:
“We believe the voice of the Internet community is critical to all policy discussions but the conversations need to be based on accurate information. We have thoroughly vetted this bill and see it as an important tool in combatting cyber-attacks, like the one we are experiencing.
These types of strong-arm tactics have no place in the critical discussions our country needs to be having about our cybersecurity, they just underscore the importance of them. CISPA is designed to defend against cyber –attacks and keep the internet free and open. We will continue to advocate for its passage.”
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About TechAmerica
TechAmerica is the leading voice for the U.S. technology industry – the driving force behind productivity growth and jobs creation in the United States and the foundation of the global innovation economy. Representing approximately 1,200 member companies of all sizes from the public and commercial sectors of the economy, it is the industry’s largest advocacy organization and is dedicated to helping members’ top and bottom lines. TechAmerica is also the technology industry's only grassroots-to-global advocacy network, with offices in state capitals around the United States, Washington, D.C., Europe (Brussels) and Asia (Beijing). Learn more about TechAmerica at www.techamerica.org.
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