The market for venture backed IPOs in the U.S. in the first quarter of 2015 was the weakest in two years, both in terms of number of deals and aggregate proceeds, according to pre-IPO institutional research firm Renaissance Capital, as well as a separate exit poll report by Thomson Reuters and the National Venture
Alon Y. Kapen
Alon Y. Kapen is a corporate transactional lawyer representing entrepreneurs, emerging growth companies, and early-stage investors. He is also a trusted advisor to mature companies in connection with sophisticated business transactions.
New Regulation A+ Published in Federal Register — Will Become Effective June 19
The Regulation A amendments adopted by the Securities Exchange Commission on March 25 are
being published tomorrow, April 20, in the Federal Register. That means the final rules and form amendments will officially become effective on June 19, 2015 (by rule, 60 days after such publication).
The new Regulation A, referred to widely as…
SEC Adopts Final Reg A+ Rules for Mini Public Offerings of up to $50 Million without Registration
The SEC yesterday issued its highly anticipated final rules amending Regulation A to allow issuers
to raise up to $50 million in any 12 month period through public offering techniques but without registration with the SEC or state blue sky authorities. The 453 page rules release features a scaled disclosure regime to provide issuers with…
Technology Licensing Primer for Entrepreneurs – Part II: Financial Terms
Part I of this two-part series on technology licensing dealt with the non-financial terms of a typical
technology license agreement: subject matter, scope, territory, exclusivity, sublicensing and improvements. This Part II of the series will deal with the most contentious aspect of any license agreement, the financial terms, which are usually negotiated last. The reason…
Electronic Blue Sky Filing System Launched by North American Securities Administrators Association
On December 15, 2014, the North American Securities Administrators Association launched the Electronic Filing Depository (“EFD”), an internet accessible database that allows issuers to submit Form D for Rule 506 offerings under Regulation D and pay related fees to state securities regulators. It also allows anyone to search EFD’s Form D database.
This is …
Technology Licensing Primer for Entrepreneurs – Part I: Non-Financial Terms

If you’re developing a product that requires certain technology that can’t be developed in-house (because of cost, time, human resources or complimentary assets), it might make good business sense to use technology that has already been developed by others and is available on the market.
A technology license is essentially an agreement between the licensor …
“Birthing a Unicorn is Hard” and other Takeaways from the 2014 Cornell Entrepreneurship Summit
It’s never easy to take an entire business day out of the office, but the annual Cornell Entrepreneurship Summit is well worth it. The 2014 edition, dubbed “Beyond the Horizon”, was no exception. One thing that struck me about this year’s summit was that, unlike previous years, none of the entrepreneur speakers were Cornell alums, …
Are VCs incentivized to lose money?
Are VCs incentivized to lose money? This is the provocative assertion made recently (and again) by Kaufman Foundation Senior Fellow Diane Mulcahy in the Harvard Business Review. Some of us who are interested in this issue probably recall the equally incendiary piece she co-authored in 2012 for KF boldly entitled “We Have …
Will Your Demo Day Presentation Violate the Securities Laws?
Why Valuation is Overvalued, Part II: Liquidation Preferences
In Part I of this two-part series, I explained how a favorable pre-money valuation can be undercut by a large option pool baked into the pre-money cap table. In this Part II of the series, I will concentrate on one other deal term that can serve to undermine a negotiated valuation: liquidation preferences. Failure to …

