Category Archives: Louis Wharton

Stubbs Alderton & Markiles and CREATV Media Featured in L.A Biz Article Regarding Preccelerator Expansion

Stubbs Alderton & Markiles and CREATV Media were featured in a L.A. Biz Article outlining the two firms’ strategic alignment to grow the Preccelerator Program and seek out potential investments in promising startup companies in the digital media and technology space.

To view the full article, click here.

For more information about the Preccelerator Program, contact Heidi Hubbeling at hhubbeling@stubbsalderton.com or (310) 746-9803.

 

 

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Stubbs Alderton & Markiles LLP Expands Preccelerator® and Brings CREATV Media’s Peter Csathy on Board to Oversee Investments

Peter Csathy to join Board of Directors of Preccelerator®, lead its investment strategy, and oversee anticipated investments

Stubbs Alderton & Markiles and CREATV Media Announce Strategic Alliance to Provide Comprehensive Service Offering to Digital Media and Technology Companies

SANTA MONICA, CA – JANUARY 24, 2017 – Stubbs Alderton & Markiles, LLP, a leading Southern California business, technology and digital media law firm, today announced that it will expand its successful early stage accelerator, the Preccelerator®, to accept a larger group of digital media and technology companies, significantly expand benefits to incoming startups, and look to make strategic investments in these companies and others.  Peter Csathy, Chairman of CREATV Media, a leading digital media strategic advisory and business development firm, will join the Board of Directors of the Preccelerator to lead its investment strategy and oversee anticipated investments.

“By partnering with Peter, we will grow the firm’s industry leading Preccelerator® into a full-service platform that not only mentors young companies, but also provides smart venture capital and paths to strategic business development and consulting via CREATV Media,” said Scott Alderton, Chairman of the Preccelerator and Managing Partner of Stubbs Alderton & Markiles, LLP. “While the Preccelerator has seen a lot of success, we want to continue to foster the growth of our early stage companies.  By adding more companies, formalizing our class structure, expanding benefits and providing initial seed capital, we will give them a greater shot at success.  With Peter’s vast experience and industry leadership, he will lead the investment strategy for these companies.”

To date, the Preccelerator Program has graduated five classes with the majority of the twenty-two companies being accepted into larger accelerator programs and incubators or successfully raising their seed funding round. Stubbs Alderton & Markiles launched the first-of-its kind program to provide select start-ups with co-working space, education, networking, mentorship and sophisticated legal services, with the objective of helping grow a founder’s idea from business concept to a funded company. To apply to the Preccelerator, visit www.preccelerator.com/application.

“Stubbs Alderton’s reputation, entrepreneurial approach and shared vision in growing today’s digital media and technology market, what I call “Media 2.0”, is one of the many reasons we made this happen,” said Peter Csathy, Chairman of CREATV Media.  “We deeply believe the growing convergence of content and technology is a worldwide addressable market that requires leading business and legal advisors who think “outside the box”, are deeply connected, move at entrepreneurial speed, and provide access to respected thought leaders and ultimately to smart capital.  We aim to bring all of this to our collective client base, and to build CREATV Media and the Preccelerator as launchpad platforms for the world’s next digital media and technology stars.”

The partnership will also look to expand the overall service offering to clients – making available CREATV Media’s deep network of relationships and suite of business development and strategic advisory services and Stubbs Alderton’s deeply-rooted and expanding scope of legal services, led by Greg Akselrud, Chairman of the firm’s Internet, Digital Media and Entertainment practice, and Scott Alderton, Chairman of the Firm’s Venture Capital and Emerging Growth practice.

Stubbs Alderton also announced that Greg Akselrud would join the Board of Directors of the Preccelerator, that Louis Wharton, a law firm partner and current Director of the Preccelerator, would be appointed to President of the Preccelerator, and that Heidi Hubbeling, the law firm’s Director of Marketing and current Director of Operations for the Preccelerator, would be appointed to Chief Operating Officer of the Preccelerator.

About Stubbs Alderton & Markiles, LLP

Stubbs Alderton & Markiles, LLP is a Southern California based business law firm with robust corporate, public securities, mergers and acquisitions, entertainment, intellectual property, brand protection and business litigation practice groups focusing on the representation of, among others, venture backed emerging growth companies, middle market public companies, large technology companies, entertainment and digital media companies, investors, venture capital funds, investment bankers and underwriters. The firm’s clients represent a broad range of industries with a concentration in the technology, entertainment, videogame, apparel and medical device sectors. The firm’s mission is to provide technically excellent legal services in a consistent, highly-responsive and service-oriented manner with an entrepreneurial and practical business perspective. These principles are the hallmarks of the firm. For more information, visit http://stubbsalderton.com.

 

About the Preccelerator® Program

The Preccelerator® is a novel platform offered to select start-up companies out of the Stubbs Alderton & Markiles, LLP Santa Monica office that provides interim office space, sophisticated legal services, education, networking, mentorship and $250,000 in usable perks from Google Cloud for Startups, Amazon Web Services, and HubSpot among others, with the objective of helping grow a founder’s idea from business concept to funded startup. The program also retains more than 50 active strategic mentors providing free office hours and discounted services, and provides over 50+ educational workshops and networking events each year. The expanded program will accept a greater number of companies in more formalized classes, depending upon where the companies are in their evolutionary growth, expand benefits to accepted companies, and will look to make strategic investments backed by strategic angel investors. To apply to the Preccelerator, visit www.preccelerator.com/application.

 

About CREATV Media

CREATV Media is a leading digital media and technology focused advisory, consulting and business development firm with offices in Los Angeles, San Francisco, San Diego, New York City, Austin and Germany.  The firm’s clients span the digital media and tech ecosystems – from the most innovative startups, to the most storied media companies and brands.  The firm uses proven, proprietary methodologies – together with exclusive insights, access and market intelligence – to accelerate Media 2.0-related opportunities and transformational growth.  The firm also frequently works with buyers and sellers to maximize M&A – positioning them to achieve the best possible outcomes, identifying potential targets and connecting them to key decision-makers, helping to structure and diligence potential transactions, and advising them every step of the way both pre and post transaction.  The firm also organizes, programs and leads customized workshops, live events, pilot programs and start-up innovation labs and demo days.  The firm’s ethos of fearless innovation is best summed up by its slogan “Media. Unboxed.”  For more information, visit www.creatv.media.

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Contact:

Stubbs Alderton & Markiles, LLP
Heidi Hubbeling
(310) 746-9803
hhubbeling@stubbsalderton.com

CREATV Media
Andrea Nunn
(323) 363-9932
andrea@creatv.media

 

 

 

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SAM Attorney Louis Wharton Represents Michelle Gaster Wasserman in Employment Deal with Adam Lippes

 

michelle-gaster-wassermanSAM Client Michelle Gaster Wasserman, who most recently led the North America e-commerce business for Coach, Inc. has been named the new CEO for Adam Lippes.  SAM Partner Louis Wharton represented Gaster Wasserman in negotiating the employment deal.

To read the full press release, click here.

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SAM Client HitFix Acquired by Woven Digital

HitFix

Stubbs Alderton & Markiles’ client HitFix, a fan-focused publisher of entertainment news, reviews and video, has been acquired by Woven Digital.  Terms are undisclosed.

With the acquisition HitFix’s 17 employees are joining Woven, including CEO Jennifer Sargent, editor-in-chief Richard Rushfield, CTO Anurag Jain and TV critic Alan Sepinwall. Woven plans to boost HitFix’s video output, with higher production quality and frequency, and they believe that HitFix’s focus on the 18-34 year old market will help them expand the company’s reach into the highly sought demographic.

Prior to the acquisition, HitFix had raised $6.8 million. The company’s investors included Gordon Crawford, Golden Seeds, Angel Capital Entrepreneurial Fund, Liquid Capital Group and Tech Coast Angels. In 2008, Sargent co-founded HitFix with Gregory Ellwood, who left the company last September.

SAM attorneys on the deal included Louis Wharton, Scott Galer and Mariam Karson.

To view further press on the transaction, visit:
Variety
Hollywood Reporter 

About HitFix
HitFix is the fastest growing entertainment news brand, driving discovery, conversation and choices for passionate entertainment fans via breaking news, expert analysis, engaging reviews, recaps and live, on-the-scene event coverage of the biggest entertainment events across film, TV, music and more. HitFix offers partners access to an unparalleled editorial and video distribution network spanning desktop, mobile, social, video and out-of-home digital displays to the tune of 90+ Million interview streams and 300+ Million viewers each month. HitFix is truly everywhere.

About Woven Digital
Woven Digital is an award-winning digital media and content company. Woven’s unique approach to storytelling through a mix of documentary-style video and authoritative journalism covers subject-matter and individuals often overlooked by traditional broadcast and media. Through our brands, we engage with millions of young male consumers on a daily basis. Woven’s flagship destination, UPROXX, is a top-25 mobile site that delivers original programming celebrating humans and human culture (HUMAN), exploring tech and innovation (LUMINARIES), breaking the undiscovered in music (UNCHARTED) and covering the unknown stories in sports (UNDERBELLY). For more information about Woven, visit www.woven.com.

About Stubbs Alderton & Markiles, LLP
Stubbs Alderton & Markiles, LLP is a business law firm with robust corporate, public securities, mergers and acquisitions, entertainment, intellectual property, brand protection and business litigation practice groups focusing on the representation of, among others, venture backed emerging growth companies, middle market public companies, large technology companies, entertainment and digital media companies, investors, venture capital funds, investment bankers and underwriters. The firm’s clients represent the full spectrum of Southern California business with a concentration in the technology, entertainment, videogame, apparel and medical device sectors. Our mission is to provide technically excellent legal services in a consistent, highly-responsive and service-oriented manner with an entrepreneurial and practical business perspective. These principles are the hallmarks of our Firm.

Press Contact:

Heidi Hubbeling
Director of Marketing
Stubbs Alderton & Markiles, LLP
hhubbeling@stubbsalderton.com
(310) 746-9803

 

 

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SAM Client Finny Raises $300k to Help Parents Balance Children’s Device Time

SAM client Finny announced the completion of an initial funding round of $300k that includes participation from Spartan Ventures, Inc. (www.spartanventures.com) and several angel investors.  “We are very excited to be able to support Finny — a socially responsible and quite frankly, necessary tool for the benefit of our most prized possessions — our children,” said Reg Lapham, Spartan’s President. Finny’s parental engagement platform is the first mobile solution that turns screen time into learning moments. An increasingly valuable need as research continues to prove that device addiction is causing serious academic, social, and medical issues that are affecting today’s youth.

Targeted to 7-14 year olds, Finny monitors unproductive device usage and interrupts by triggering a custom quiz. Whether reinforcing traditional academic subjects or introducing new topics, the content library contains over 15,000 questions across a range of categories (Math, Science, Current Events, etc.). Through a comprehensive dashboard, parents can customize settings, receive real-time report cards, and gain visibility into their child’s device usage.

“This is the perfect tool to engage with your child and improve mobile habits.”
– Professor Eric Curcio, MD UCLA Pediatrics

The company, based in Santa Monica, California, intends to use the funds for continued product enhancements while igniting marketing efforts. They are focused on building out a powerful influencer network to drive awareness and legitimize messaging. Currently available for download on Google Play and with iOS scheduled for early 2016, Finny is ready to begin driving change by making device usage productive.

Follow along and join the movement, as everyone’s participation is important to combat the magnitude of the problem.

SAM Partner Louis Wharton represented Finny in this transaction.  For more information about our Venture Capital & Emerging Growth practice, contact Louis at (818) 444-4509 or lwharton@stubbsalderton.com

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SAM Client Iris.tv Raises $5.3 Million to Deliver Video Recommendations

Iris.tvSAM client Iris.tv has raised $5.3 million in Series A funding for technology that makes personalized video recommendations to viewers who watch short clips online.  The startup’s customers are lifestyle, entertainment, sports and news organizations that own and publish a lot of short videos online, and who want to drive audiences to watch more videos through their own apps or websites rather than on YouTube or Facebook.

Publishers or networks can generate more revenue from videos viewed through their own apps, potentially, said Iris.tv CEO Field Garthwaite, in part because there are fewer distractions there than on social media platforms.

If users do fast-forward past one clip to see another using Iris.tv, the next recommended clip will be a video from the same content company that is tailored around their interests.

Investors in Iris.tv’s funding round included Sierra Wasatch, BDMI, Progress Ventures and individual backers including Machinima founder Allen DeBevoise, Lions Gate CFO James Barge as well as executives from Nielsen and AEG.

SAM Partner Louis Wharton represented Iris.tv in this transaction.

To view the full press release in the Wall Street Journal, click here.

For more information on our Venture Capital & Emerging Growth practice, contact Louis at (818) 444-4509 or lwharton@stubbsalderton.com.

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Stubbs Alderton & Markiles, LLP Advises Equipois in Acquisition by Granite State Manufacturing

equipois

Stubbs Alderton & Markiles, LLP announced that it advised client Equipois in its acquisition by Granite State Manufacturing,  a leading contract manufacturer of specialized equipment for the defense, medical, semiconductor, and industrial market segments.  Equipois is the award-winning developer of zeroG and X-Ar exoskeletal arm technologies.

Equipois’ patented technology enables workers to maneuver tools and other objects as if weightless, boosting productivity and eliminating workplace injuries for a wide range of industrial applications. The technology has won recognition for its innovation, including a 2011 Wall Street Journal Technology Innovation Award. Naval Sea Systems Command (NAVSEA) has utilized Equipois technology in their efforts to create a modern-day “iron man”, providing sailors with the ability to minimize the time and effort required for labor-intensive maintenance such as preservation work on a ship’s hull. Many of the world’s largest companies in aerospace, defense, automotive, heavy machinery, and other manufacturing industries are implementing the technology as a significant enhancement to human performance and safety.

Eric Golden, CEO of Equipois Inc., said “Granite State Manufacturing enjoys deep expertise serving the industries where our technology adds the most value. I am delighted that Equipois has found an owner that will invest in the capabilities of the technology and bring the products to the next level.”

SAM Partner Louis Wharton advised Equipois in this transaction.

 

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2 Questions with Louis Wharton

LouisWharton2Louis Wharton is a Partner of the Firm. Louis’ practice focuses on advising startup, emerging growth and middle market companies across a spectrum of industries in securities compliance, corporate finance, mergers and acquisitions and general corporate matters.  He counsels clients in the technology, internet/e-commerce, pharmaceutical, apparel and entertainment industries, among others.

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Q.  I’m considering engaging a finder to help me complete my capital raise.  What issues should I bear in mind when discussing the engagement?

 A.  The staff of the Securities and Exchange Commission (SEC) has stated that a proposed arrangement whereby a finder provides to an issuer services related to raising funds to finance its operations and development, including making introductions to individuals and entities interested in providing such financing, where the finder’s compensation is based on a percentage of the capital raised from such investors, requires the finder to register as a broker-dealer.  The Securities Exchange Act of 1934, as amended (Exchange Act), provides that any broker effecting transactions in securities, or inducing or attempting to induce the purchase or sale of securities, must be registered with the SEC, and defines a broker as any person engaged in the business of effecting transactions in securities for the account of others.  The staff has indicated that a person may be ‘engaged in the business’ by receiving transaction-related compensation or by holding itself out as a broker-dealer.  A person may ‘effect transactions’ by assisting an issuer to structure prospective securities transactions, by helping an issuer to identify potential purchasers of securities, or by soliciting securities transactions.

       The staff also noted that a finder’s intention to introduce only those persons with potential interest in investing in the issuer’s securities implies that the finder anticipates both pre-screening potential investors to determine their eligibility to purchase the issuer’s securities, and pre-selling the issuer’s securities to gauge the investor’s interest.  Moreover, the staff has indicated that the receipt of compensation directly tied to successful investments in the issuer’s securities by investors introduced by the finder (i.e. transaction-based compensation), would give the finder a “salesman’s stake” in the proposed transactions and would create heightened incentive for the finder to engage in sales efforts.  Pre-screening and pre-selling activities, along with the receipt of securities commissions or other transaction-based compensation, are hallmarks of broker-dealer activity, requiring registration.

       Accordingly, any person receiving transaction-based compensation in connection with another person’s purchase or sale of securities typically must register as a broker-dealer or be an associated person of a registered broker-dealer.

 Q.  What are the consequences of engaging an unregistered broker as a finder?

 A.  Engaging an unregistered broker-dealer may create a rescission right under federal and state law in favor of the purchasers of the issuer’s securities, potentially requiring the issuer to return the money it received in its capital raise.

      Section 29(b) of the Exchange Act provides that every contract made in violation of the Exchange Act and every contract the performance of which involves the violation of, or the continuance of any relationship or practice in violation of, any provision of the Exchange Act, shall be void, as to any persons who, in violation of any such provision, rule or regulation, shall have made or engaged in the performance of any such contract, provided that that no contract shall be deemed to be void by reason of this section in any action maintained in reliance upon this section, by any person to or for whom any broker or dealer sells a security in violation of the Exchange Act’s requirements regarding registration, unless such action is brought within one year after the discovery that such sale or purchase involves such violation and within three years after such violation.

      While Section 29(b) directly applies to the finder, with the possibility of voiding the finder’s engagement agreement, the language also refers to claims maintained by investors to whom the finder sold securities in violation of the Exchange Act’s broker-dealer registration requirements, creating the possibility that an investor could assert a claim for rescission of their investment within 3 years after the date the securities are purchased by the investor and one year after discovery of the violation.

       California Corporations Code Section 25501.5 also provides that a person who purchases a security from or sells a security to an unlicensed broker-dealer may bring an action for rescission of the sale or purchase or, if the plaintiff or the defendant no longer owns the security, for damages, providing a direct right of rescission to investors.

       The use of an unregistered broker-dealer could also result in difficulties subsequently registering the issued securities for public sale.  Most registration statements require the issuance of a legal opinion indicating whether the securities being registered will, when sold, be legally issued, fully paid and non-assessable.  The issuer’s use of an unregistered broker-dealer and issuance of securities in transactions that violated the requirements of the Exchange Act will prevent the issuer’s counsel from issuing the required opinion.  In addition, the unregistered broker-dealer’s contact with unaccredited investors in violation of available federal and state securities laws could result in the loss of exemptions from registration.

       Accordingly, given the risks of rescission rights, the inability to subsequently register the issued securities and the potential loss of available securities exemptions, issuers should refrain from engaging finders for transaction-based compensation unless such finders are registered broker-dealers.

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For more information on this or other related topics, contact Louis Wharton at (818) 444-4509 or lwharton@stubbsalderton.com. 

 Do you have a question for one of our attorneys?  Send your questions to hhubbeling@stubbsalderton.com to be featured in future Questions columns.

 

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Louis Wharton Featured in San Fernando Valley Bar Association Article – “Securities Laws Fundamentals: What Your Clients Need to Know About Raising Capital”

Stubbs Alderton Partner Louis Wharton was featured in this month’s San Fernando Valley Bar Journal’s article – “Securities Laws Fundamentals:  What Your Clients Need to Know About Raising Capital.”  Louis  discusses the determination of exemptions, Safe Harbor exemptions, crowdfunding exemptions, and other issues that startups should bear in mind when raising capital.

To read the full article, click here.
For more information about this topic, contact Louis Wharton at 818.444.4509 or lwharton@stubbsalderton.com

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Stubbs Alderton Featured in LA Business Journal Story, ‘Catching The Wave’

Stubbs Alderton is featured in the November 12th LA Business Journal story: “Catching the Wave – Service providers flock to Westside to shore up Silicon Beach clients.”  The article specifically features SAM Partners Ryan Azlein, Louis Wharton, Greg Akselrud and Kevin DeBré, as they discuss our launch of a Santa Monica office and commitment to the LA startup scene.  To view the full article, click here.

 

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