SAM Client GI Logic, a privately held gastroenterology medical device company, announced today it has received FDA 510K clearance for the AbStats™ System to be used by physicians in hospitals and other healthcare settings for non-invasive, real time telemetry of the digestive system.

Recovery after surgery is frequently associated with diminished gastrointestinal function because anesthesia, pain medications and the surgery itself “shuts down” the digestive system. As a result, many post-operative patients suffer gastrointestinal dysfunction and cannot tolerate food until post-operative digestion is re-awakened.  Physicians and nurses often struggle with the timing of feeding, as either feeding too early or too late can result in negative consequences for the patient. The AbStats System, consisting of two AbStats Vibratory Sensors placed on the abdomen and the AbStats Telemetry Monitor. The monitor allows care providers to see digestive signals as they occur and evaluate the rate of digestive activity. This rate can help doctors determine when the GI tract re-engages The data offers healthcare professionals objective data on which to base post-operative feeding protocols.

“Prior to the AbStats System, doctors and nurses had to essentially guess when a patient’s GI tract reengaged by asking the patient questions about their symptoms, and recovery. Often patients do not know the answers to the questions and the doctor and nurses are left to following their gut or very general guidelines on when to feed a patient,” said Brennan Spiegel, MD, Director of Health Services Research at Cedars-Sinai Health System and UCLA Professor of Medicine and Public Health, “In the two published trials in The Journal of Gastrointestinal Surgery, Spiegel BM, Kaneshiro M, Russell MM, el al. Validation of an acoustic gastrointestinal surveillance biosensor for postoperative ileus. J Gastrointest Surg 2014; 18: 1 795-803 and Kaneshiro M, Kaiser W, et al. Postoperative Gastrointestinal Telemetry with an Acoustic Biosensor Predicts Ileus vs. Uneventful GI Recovery. J Gastrointest Surg 2015; DOI 10.1007\s11605-015-2956-3 ,we demonstrated that AbStats is a valid measure of the intestinal engine – it can tell us whether the GI system is turned on or off, and when on, how fast it’s revving. Our data showed that AbStats could predict which of our patients would get into trouble with post-operative feeding."

Phillip Fleshner MD, Director Colorectal Surgery Research at Cedars-Sinai, had several patients in the study and finds the results intriguing. “There’s been no way to tag these patients or markers to guide our feeding decisions,” Fleshner said. “This device may fill that void by forecasting who will do well on advanced feeding schedules.”

“Digestive diseases are extraordinarily prevalent and expensive in the United States and beyond,” said Spiegel “The cost of mismanaging post-operative feeding decisions, in particular, approaches $1 billion annually. As a health services researcher focused on maximizing the value of care, I view AbStats as a digital device with great potential to reduce costs while improving outcomes. That’s the ultimate goal of the emerging digital health movement, and a rare opportunity for any single biosensor to achieve.”

“We are very pleased to have received this initial FDA 510K clearance for the AbStats System, the first easy-to-use, reliable digestive telemetry system for surgeons and gastroenterologist,” said James Beeton, co-founder and CEO of GI Logic. “We will be introducing the AbStats System in the US in 2016 and plan to expand with additional indications and to additional markets following our successful introduction in the US market.”

About GI Logic, Inc.
GI Logic, Inc. (www.gi-logic.com) develops and markets innovative diagnostic devices that record discrete abdominal sounds and vibrations giving physicians a non-invasive method for diagnosing diseases and conditions of the GI tract and the abdomen. The company’s non invasive technology is designed to detect and recognize changes in digestive tract movements, providing physicians with vital information about the functional status of the digestive system. This information will provide the physician the ability to make informed decisions and will allow the patient to receive a new level of care.

Stubbs Alderton & Markiles is honored to have received the Dealmaker of the Year Award by ACG101 (Association for Corporate Growth) at their Stars of the 101 Banquet.  The Stars of the 101 Banquet benefited the Casa Pacific Centers for Children and Families.  

http://www.acg.org/101/events/next1.aspx

The Association for Corporate Growth is the premier organization for professionals involved in corporate growth, corporate development and mergers and acquisitions. ACG 101 serves corporate executives and professionals in the West Valley-Ventura County-Santa Barbara areas.

To learn more about our Mergers & Acquisitions practice, click here.

Stubbs Alderton & Markiles, LLP is proud to announce that we have been selected as one of the top 25 boutique law firms in California by the Daily Journal in their October 2015 "Top Boutiques" supplement. Only two firms were selected whose practice is primarily business and technology law.  The term "boutique" is assigned to a law firm of any size where at least 90 percent of the firm's attorneys devote 100 percent of their practice to one specialty.

Stubbs Alderton is a business law firm with a niche in emerging growth and technology. We handle public securities, mergers and acquisitions, entertainment, intellectual property and brand protection while representing Southern California businesses from venture-backed emerging growth companies to midsize and large companies involved in technology, entertainment, video games, apparel and medical devices.

Stubbs Alderton & Markiles, LLP also sets itself apart with our innovative business model which includes SAM Venture Partners, SAM Development Company, Preccelerator Program, and its joint venture FlashFunders.

We take great pride in fostering growth in the Los Angeles startup eco-system.

Text message promotions have long been touted as a marketing jackpot for mobile applications due to their high open rates and short click-path to download—look no further than companies like Lyft for success stories. However, refer-a-friend invitations have also come under fire for violating the Telephone Consumer Protection Act (the “TCPA”), a law originally implemented to crack down on invasive telemarketing. Class action lawsuits that successfully establish that individuals received unsolicited text messages could result in penalties of up to $1,500 per text message.

On July 10, 2015, the Federal Communications Commission released a Declaratory Ruling and Order clarifying portions of the TCPA. In response to petitions from app-based service providers TextMe and Glide, the FCC set out best practices for companies utilizing text message promotions. In doing so, it established that the app user, not the company, may be responsible for initiating the text message in certain scenarios, opening the door for wider use of refer-a-friend text message promotions.

In order to comply with the TCPA, the FCC determined that companies must satisfy a balancing test which requires some direct connection between a person or entity and the sending of the text message. Specifically, the test examines who took the steps necessary to physically send the text message and whether another person or entity was so involved in sending the text message as to be deemed to have initiated it.

Pursuant to the FCC’s 2013 DISH Declaratory Ruling, persons or entities that merely have some minor role in the causal chain that results in the sending of a text message generally do not take the steps necessary to physically send such a text message, and thus are not deemed to “initiate” the text message.

In the case of TextMe, the app’s users invited friends to use the service via text message by engaging in a multi-step process in which the users had to make a number of affirmative choices.  First, they were required to tap a button that read “invite your friends.” They were then able to choose whether to invite all their friends or individually select contacts, and finally they were prompted to send the invitational text message by tapping another button.

The FCC determined that, to the extent that TextMe controlled the content of the advertising message, the company might be liable under the TCPA. Despite that cause for concern, however, the TextMe app users’ choices and actions caused the user to be so involved in sending the text message as to be deemed its initiator. For that reason, TextMe’s invite flow was deemed not to violate the TCPA.

TextMe’s practices contrasted with those of Glide, which sent text message solicitations automatically to all of its app users’ contacts unless a user affirmatively opted out. In that scenario, the FCC determined that Glide initiated the text messages because the app user played no role in deciding whether to send the invitational text messages, to whom to send them, or what to say in them.

Ultimately, not all app providers are exempt from liability under the TCPA. In light of the FCC’s guidance, a company that desires for its users to send text message invitations to their contacts should require the user’s affirmative consent with respect to (1) whether to send a message, (2) who the message is sent to, and (3) when the message is sent. To further limit potential liability, the company should allow the user to determine or modify the language of the invitation message.

It is also worth noting that FCC’s declaratory rulings are not binding on trial courts, but are instead interpreted as persuasive authority. However, due to the limited amount of case law interpreting the TCPA, FCC opinions like this one are the primary source of guidance as to how companies should comply with the law.

Michael Shaff joined the firm in 2011 as Of Counsel. He is the chairperson of the Tax Practice Group.  Michael specializes in all aspects of federal income taxation. He has served as a trial attorney with the office of the Chief Counsel of the Internal Revenue Service for three years. Mr. Shaff is certified by the Board of Legal Specialization of the State Bar of California as a specialist in tax law. Mr. Shaff is a past chairof the Tax Section of the Orange County Bar Association. He is co-author of the “Real Estate Investment Trusts Handbook” published annually by West Group.

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Exit strategy, the plan for monetizing or disposing of a business, may seem remote and speculative when organizing a new business.  But it is important to know what exit strategies are available and how those strategies are likely to be taxed depending on the form of entity through which the start up does business.

1. Sole Proprietorship. If a single entrepreneur does nothing more, he will be doing business as a sole proprietorship.  This is true even when the entrepreneur has adopted a trade name through which he does business, often referred to as a “D/B/A”.   The advantages for doing business as a sole proprietorship include not having to pay taxes and file tax returns for a separate entity and being able to include the results of the sole proprietorship on the entrepreneur’s own tax return.  The only exit strategy, if nothing more is done to transfer the entrepreneur’s business to an entity, would be the sale of the business’s assets.  If the business has inventory and accounts receivable the amount of the purchase price allocated to the inventory and receivables would be ordinary income for the selling entrepreneur.  The purchase price allocated to the intellectual property, going concern value and goodwill would be taxed as long term capital gain for the selling entrepreneur—provided the entrepreneur has conducted the business being sold for at least a year.  The obvious down side to operating as a sole proprietorship is the principal’s personal liability for all of the debts and liabilities of the business.

2. General Partnership. If two or more participants conduct a business together and they do not form an entity, the result is generally going to be a general partnership.  For example, Charlie agrees to back Delta’s start up business.  Delta does most of the work and agrees that when the business starts to make money, it will repay Charlie’s investment then split the business’s profits on an agreed percentage.  Charlie and Delta may not even realize it, but they have formed a general partnership.  Each partner is responsible personally for the debts and obligations of the general partnership[1].  While it is at least theoretically possible that a buyer would purchase Charlie and Delta’s general partnership interests, the realistic exit strategy, without their doing more, is the sale of the assets of the business.  As in the sole proprietorship, the purchase price of a business sold must be allocated among the business’s various assets.  Both buyer and the sellers are expected to agree on the allocation of the purchase price among those assets[2].

3. Limited Partnership. A limited partnership is an entity that the participants must affirmatively elect to adopt[3].   Like a sole proprietorship and a general partnership, a limited partnership is a pass-through entity—it does not pay income tax but instead passes its income or losses through to its partners in accordance with the terms of its limited partnership agreement and the terms of federal income tax law.  The general partners of a limited partnership are subject to personal liability for the debts of the limited partnership as would the partners of a general partnership[4].  The limited partners are afforded limited liability.  Like the sole proprietorship and the general partnership, the likely exit strategy is the sale of the business’s assets.  Also, like the sole proprietorship and the general partnership, a limited partnership (or a limited liability company) may contribute its assets or its partners may contribute their limited partnership interests to a corporation generally on a tax-free basis. ^[5]

4. Limited Liability Company. A limited liability company (LLC) also is taxed as a partnership, meaning that the deductions from starting up and operating the business may be passed through to the investors who funded them.  A limited liability company affords limited liability to all of its members (except for those who signed personal guaranties of loans, leases or other obligations of the limited liability company).  LLCs and limited partnerships have the flexibility to issue a variety of classes of equity, including series of preferred having convertibility features, put rights in sum, having as wide a variety of terms as an investor and the principals of the business may negotiate.  LLCs and limited partnerships also have the ability to issue profits interests.  Profits interests are a way to give service providers (both employees and consultants) a stake in the appreciation of the company with no tax due on grant, no exercise price and capital gains to the extent realized on exit.  A profits interest is defined as a partnership interest that would yield no distribution if the partnership’s assets were sold at their fair market value immediately after the grant of the partnership interest[6].  Any type of investor may invest in an LLC without adversely affecting the LLC’s status[7]  If a potential buyer of the business buys some or all of the LLC interests, the sellers at least in part must allocate a portion of the sales price to inventory and unrealized receivables taxable as ordinary income. As previously noted, an LLC may convert to a corporation on a tax-free basis (in most cases) if possible buyers would be likely to prefer to use stock as the acquisition consideration. ^[8]

5. Summary of Partnership Entities. The general partnership, limited partnership and limited liability company are generally treated as partnerships for tax purposes, meaning that they pass through the taxable income or loss to their equity owners.  The tax benefits of net losses passed through to the partners are subject to (a) the partner having sufficient basis in the partner’s  interest in the partnership (or LLC), (b) the partner being “at risk” for his or her share of the entity’s liabilities and (c) the partner being actively involved in the partnership’s business in order to claim net deductions[9].  In many cases, conducting the business through an LLC is sufficient—it provides (i) a single level of tax, (ii) limited liability and (iii) the ability to grant key employees and consultants incentive compensation without incurring tax for the recipient or the partnership.

6. Corporations. Corporations are taxed under a completely different set of rules from those affecting partnerships.  Corporations are eligible for tax-free acquisitions when properly structured as (a) a statutory merger, (b) an exchange of stock of the target corporation for voting stock of the acquiring corporation or (c) the acquisition of substantially all of the assets of the target corporation for voting stock of the acquiring corporation[10]  Being able to receive the acquiring corporation’s stock tax-free in an acquisition if the acquiring corporation’s payment in its own stock were taxable, is a very helpful feature, especially when a lockup agreement is in place or the acquiring corporation itself is not publicly traded or is thinly traded—if the acquiring corporation’s payment in its own stock were taxable, the target corporation’s shareholders would be taxed on the value of the acquiring corporation’s stock but would have no way to raise the funds to pay the tax.  When sold, corporate stock yields capital gain or loss unless the seller is a securities dealer[11]  Conversion of a partnership or LLC to a corporation is easy and generally can be accomplished tax free[12].  There are two relevant types of corporations from a tax standpoint, C corporations and S corporations.

7. C Corporations. C corporations are separate legal and tax entities from their shareholders.  C corporations pay tax at the corporate level and do not pass through any taxable income or loss.  Shareholders are only taxed to the extent that the C corporation pays a dividend distributions out of current or accumulated net earnings.  With certain exceptions[13], the dividends of a C corporation are not taxable when received by a tax-exempt entity and are subject to reduced US income tax withholding when paid to a foreign investor from a country with an income tax treaty with the US[14].  The insulation of shareholders, especially foreign investors and retirement plans, from the tax liability of the C corporation and the C corporation’s ease in being able to issue various classes of preferred stock make C corporations most attractive for important types of investors.  As previously discussed, sales of corporate shares almost always give rise to capital gain or loss and the selling shareholder does not have to allocate the sales price between an ordinary and capital portion.   Corporations are eligible for the tax-free reorganizations described generally in paragraph 6 above.  However, if a C corporation sells its assets to the acquiring corporation, the tax cost can be quite high:  35% federal corporate income tax and 9.84% California state corporate income tax with the net amount subject to tax when distributed to individual shareholders at up to 23.8% at the federal level and up to 13.3% in California.  A shareholder in a C corporation that sells its assets may only net about 40% of the total sales proceeds.

8. S Corporations. S corporations are in many ways a hybrid cross of C corporations and LLCs.  Net income and net loss of an S corporation is passed through to the shareholders, so in that sense S corporations resemble LLCs as pass-through entities.  S corporations, like any other corporation, offer limited liability for all shareholders.  But S corporations may have only one class of stock[15]   The inability to issue preferred stock or convertible debt is a significant disincentive on the use of an S corporation—the issuance of such a class of securities would result in the automatic conversion of the S corporation to a C corporation.  The hardest restriction on the use of an S corporation is the exclusion of all non-US individuals as eligible shareholders[16] and the limitation of no more than 100 US resident individual shareholders.   As a corporation, an S corporation is eligible for use of the corporate reorganization rules.  Like C corporation stock, the stock of an S corporation generates capital gain or loss when sold.

For more information about Tax & Estate Planning Practice, please contact Michael Shaff at (818) 444-4522 or .

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[1]   Cal. Corp. Code §16306(a).

[2]   Internal Revenue Code (“IRC”) §1060(b).

[3]   Cal. Corp. Code §15902.01(a).

[4]   Cal. Corp. Code §15904.04(a).

[5]   IRC §351.

[6]    Rev. Proc. 93-27, 1993-2 C.B. 343.

[7]   Some entities like pension plans and IRAs may have to pay tax on the net income allocated to them from an LLC or other partnership that is engaged in an active business.  (IRC §512.)  LLCs and other partnership entities present similar issues for foreign investors.

[8]   IRC §751(a).

[9]   Generally, suspended losses may be claimed as the partnership generates net income or when it is ultimately disposed of.

[10]   IRC §368(a)(1).

[11]   E.g., Biefeldt v. Commissioner (7^th Cir. 1998) 231 F.3d 1035.

[12]   IRC §351. Care must be taken to convert to corporate form before undertaking acquisition negotiations.

[13]   Voluntary employee benefit associations, supplemental unemployment compensations plans, social clubs and other exempt organizations that have borrowed to purchase the shares.  (IRC §512(a)(3).)

[14]   See, e.g., United States—Peoples Republic of China Income Tax Treaty (1984), Article 9, Section 2, reducing the withholding on dividends paid by a corporation from one country to a resident of the other from the general 30% withholding rate to 10%.

[15]   Differences in, or even a complete absence of, voting rights are permitted.  (IRC §§1361(b)(1)(D) and (c)(4).)

[16]   IRC §1361(a).

Stubbs Alderton & Markiles' Managing Partner Scott Alderton was presented with the Heart Centered Tech LA Award at the Annual LA Venture Association (LAVA) Meeting on Thursday, July 15th. The award was handed off to Scott from Rich Abronson, last month's HCTLA Award recipient.  SAM's involvement in the LA Tech community led by Scott, along with his personal efforts to foster the growth of Silicon Beach and dedication to startups was the basis for this award recognition.

#HCTLA started as a way to acknowledge standout individuals who take part in using technology to help make this world a better place. Award recipients have healed hearts, built communities and contributed through technology. After 30 days, the recipients choose who the next HCT award winners should be, making this the first peer-to-peer awards ceremony of it kind that was appropriately launched in the #LATech #SiliconBeach community.

For more information on the award process, visit www.heartcenteredtech.com 

SA&M 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 .

As the Internet Corporation for Assigned Names and Numbers (ICANN) has released new generic top-level domains (gTLDS), clients concerned about protecting their trademarks and famous names need to review their positions with respect to “defensive” domain name registrations.  The new gTLD receiving a surprising amount of attention is “.sucks”. Owners of registered trademarks who register prior to June 19, 2015 ( end of ‘Sunrise Period) with the Trademark Clearing House of ICANN will have the first opportunity to purchase the “.sucks” gTLD domain names. Those trademark owners who do not register or are not registered may still have an opportunity to acquire this gTLD . Unfortunately they may also face having to buy the “.sucks” gTLD from cybersquatters or those who seek to criticize the business or activities of the trademark owner.

The Trademark Clearing House fee to acquire the “.sucks” domain name during the Sunrise Period is higher than after the window closes as no priority is guaranteed. So the rights holder must consider how far it needs to go in defensively protecting its reputation or famous marks. Is it important to stop all gTLD’s using your trademark or name? Do you want to have to manage a portfolio of non-productive domain names? While critics of a company or individual might use the new “.sucks” gTLD to launch a website that contains criticism, how much of a difference would such a website make to the business or career of the target?  Couldn’t the same critics more easily use social media such as TWITTER or FACEBOOK to communicate the same criticism and possibly with greater impact and less effort?  A rights holder must also consider how difficult it will be under the current law to be able to stop such websites based on trademark infringement as such websites have been found not to violate owners’ trademark rights. Although the content of the site may be the basis for other legal claims.

Nevertheless, there are certain businesses and personalities for whom the existence of a critical or seemingly defamatory web presence cannot be tolerated. In such instances, obtaining the “.sucks” gTLD as well as “.XXX, .porn, and .adult” gTLD’s makes sense and provides a comfort level knowing that someone cannot post on these websites or hold up the rightful name owner for large sums of  money to acquire these gTLD’s.

Please contact your principal attorney at SAM or SAM’s Intellectual Property Group to assist you in obtaining any of the new gTLD’s during the sunrise period or thereafter.

Please contact:

Kevin or (818) -444-4521

In a perfect world, a business lawyer isn’t the person you run to when things go sideways—it’s the trusted advisor you consult regularly to anticipate challenges and put you in the best position to succeed. While it may seem like a luxury for some startups, there are several important factors to consider that make hiring a lawyer earlier than later a smart decision.

 Five Reasons to Hire a Lawyer for Your Startup

Guidance

At the incorporation stage, the value of a lawyer has as much to do with helping you figure out what you need as it does with preparing documents. When it comes to what kind of entity to form, how to structure and distribute equity, or the best strategy to protect your intellectual property, a good lawyer will help guide you toward where you need to be—and then get you there.

 Ownership

 When people embark on a business venture together, it’s best to establish everyone’s rights and expectations at the outset in case there are disagreements down the road. It’s a lot easier to resolve a conflict before it arises, and you’d never imagine anything could break the bond between you and your co-founders… until it does.

 Intellectual Property

Intellectual property can be one of the biggest assets—and, if not protected, liabilities—of a startup company. Whether it means preparing nondisclosure agreements to protect trade secrets, drafting license agreements, defending trademarks, copyrights, or patents, or avoiding infringement of all of the above, a good lawyer will keep you protected.

 Taxes

It probably goes without saying that you don’t want to violate tax laws or incur unnecessary tax liability, and that you want pay the taxes you owe so as to avoid penalties. Tax laws can be complex, and a good lawyer will keep you ahead of the curve on tax issues and structure your business accordingly.

 Contracts

Finally, there’s the day-to-day legal that every startup encounters. Airtight vendor agreements, employment and contractor documents, and website terms of service and privacy policies are all invaluable for startups to get right—the first time.

Five Things to Look For When You Do

 Expertise

First and foremost, you want someone that is skilled and experienced with the types of legal issues you will face. This includes both the underlying business issues and the challenges specific to your industry—an attorney with knowledge relevant to your business is best positioned to become the advisor you need.

For many startups across the board, it’s extremely advantageous to hire an attorney (and law firm) with experience in both formation and financing. An attorney who regularly helps companies get “up and running” but is also frequently involved in seed-stage and venture capital financing will be able to give you better advice, and better facilitate accomplishing your goals.

 Fit

It’s also important that your lawyer (and his or her firm) is a good fit for your company. This means someone that you get along with and enjoy working with, but also someone who “gets” your business and industry and has the resources at their firm to serve all your potential needs. If a lawyer doesn’t speak the language of your business or understand the world in which you’re operating, it’s harder for him or her to adequately represent you.

 Responsiveness

It should go without saying that you want a lawyer who responds to your calls and emails in a timely manner. What’s equally important is how they respond. A good lawyer shouldn’t just tell you “no.” They respond to a problem with the right questions and a new suggestion of how to get what you want: “This is what you can do.”

 Connections

 You might be thinking about your lawyer in terms of connections or cache, and you wouldn’t be alone in that thought. While the expertise, fit, and responsiveness of an attorney should take precedence, the ability of your lawyer to introduce you to investors or potential partners—as well as their guidance in how to do so and the credibility they lend—is simply part of the value proposition.

 Fees

 Let’s be honest: one of the biggest considerations in hiring a lawyer is the bottom line. The lawyers most start-ups deal with typically bill by the hour, and the hourly billing rate may vary widely between junior and senior lawyers. Depending on the complexity of your issue, the lawyer may be able to offer a flat fee arrangement to offer you some predictability, or at least offer an estimate of the amount of time it will take to complete the task at hand.

 If you make the time and effort to find the right attorney and firm, you can get quality representation at a fair price. In the long run, hiring a lawyer for your startup is worth it—in time and money saved, and stress avoided, by starting down the best path in the beginning.

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Nick Feldman's practice focuses on corporate transactions, including mergers and acquisitions, dispositions, private equity transactions and general corporate matters for both public and private clients, focusing on middle-market and emerging growth companies. In addition, Nick counsels companies in connection with entity formation, corporate governance, federal and state securities laws and compliance, joint ventures, employee incentive plans, executive employment agreements and other executive compensation matters.  Nick also serves as an Adjunct Professor at Loyola Marymount University, where he lectures on media law topics.

_______________________

For more information about services for your legal needs, contact Nick Feldman at or (818) 444-4541.

Stubbs Alderton & Markiles, LLP announces that it represented client Vitesse Semiconductor Corporation (Nasdaq: VTSS) in its successful sale to Microsemi Corporation (Nasdaq: MSCC).  Microsemi acquired Vitesse through a cash tender offer and follow-on merger at a price of $5.28 per share, for a total transaction value of approximately $389 million.  SAM Attorneys John McIlvery, Jonathan Friedman and Daniel Kim represented Vitesse in this transaction that closed at the end of April.

For more information about the Public Securities Practice of Stubbs Alderton & Markiles, LLP, contact John McIlvery at (818) 444-4502 or

Press Contact:

Heidi Hubbeling
Director of Marketing

(310) 746-9803

For those that missed it, view the panel presentation of "The Work of the Creative Community in a Digital Age."

Stubbs Alderton & Markiles Client Vitesse Semiconductor Corporation has announced that it has reached an agreement to be acquired by Microsemi Corporation for $389 million, furthering a drive toward consolidation in the semiconductor industry.

Vitesse, which has headquarters in Camarillo, CA, designs a diverse portfolio of high-performance semiconductors, application software, and integrated turnkey systems solutions for Carrier, Enterprise and Internet of Things (IoT) networks worldwide.

Based in Aliso Viejo, CA, Microsemi offers a comprehensive portfolio of semiconductor and system solutions for communications, defense & security, aerospace and industrial markets.

Stubbs Alderton & Markiles’ attorneys John McIlvery and Jonathan Friedman are representing Vitesse in this pending transaction.

For more information about our Public Securities practice, contact John McIlvery at  .

Simple, beautiful conversations on your phone, tablet and desktop

Switzerland - A team of more than 50 people from 23 countries, supported by SAM client and Skype co-founder Janus Friis, is launching Wire, a communications network for messaging, voice calling, sharing pictures, music and video on your phone, tablet and desktop.

“Skype was launched more than a decade ago. A lot has changed since then - we are all used to free calls and texting, and we have taken to carrying our computers in our pockets,” said Friis. “It is time to create the best possible communication tools, as beautiful as they are useful. Wire is just that.”

Wire is available on iOS, Android and OS X. It offers communications with an emphasis on high fidelity paired with elegant design. People can use Wire for personal and group messaging, voice calling, sharing pictures, SoundCloud music and YouTube video sharing. Wire conversations are kept in sync across all your devices. It is engineered to take advantage of today’s devices, including iPhone 6, iPads and the latest Android devices.

With deep expertise in media processing technology, Wire’s voice calling benefits from its in-house developed audio technology. This makes calls on Wire sound crisp and clear. By remaining compatible with standard WebRTC, Wire will support audio calls to and from WebRTC compatible browsers.

“We asked ourselves how modern communications could look and work. How could we take full advantage of the latest devices and advances in cloud computing to deliver something that is really simple, very useful and truly beautiful?” said Jonathan Christensen, Wire’s co-founder and CEO. “Today’s launch is the beginning for Wire.”

The company's team comprises former product and technology leaders from Apple, Skype, Nokia, and Microsoft. Christensen held leadership roles at Microsoft and Skype, and was co-founder and CEO at Camino Networks. Along with Christensen, founders include Alan Duric, Wire’s CTO, a co-founder of Telio (Oslo exchange TELIO) and co-founder of Camino (acquired by eBay/Skype); and Priidu Zilmer, Wire’s head of product design, who led design teams at Vdio and Skype. Wire’s Chief Scientist Koen Vos, created SILK and co-created Opus, the standards for fidelity and intelligibility in voice over IP that billions of people use today.

About Wire

Wire is headquartered in Switzerland and has a development center in Berlin, Germany. Wire is backed by Iconical, a collective of designers, engineers and entrepreneurs including Janus Friis. For more information, visit wire.com.

Wire is available worldwide and can be downloaded free from wire.com.

To read the full TechCrunch article, click here.

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Join us for a catered lunch as we discuss the benefits of US businesses having operations in British Columbia.  The program will explore the economic incentives available to technology companies that are offered by the Government of British Columbia and by local authorities in Vancouver, how to access the programs and how to commence operations in BC.  The program will also include first hand insights of companies that have opened a satellite office in British Columbia.

Moderator:

Jonathan Friedman, Stubbs Alderton & Markiles, LLP- Jonathan Friedman is Partner at the law firm of Stubbs Alderton & Markiles, LLP.  Jonathan advises a wide range of both public and private clients, including development-stage, emerging-growth and middle-market companies as well as angel investors, venture capital firms and strategic investors. Jonathan’s practice focuses on venture capital and corporate finance, intellectual property licensing, mergers and acquisitions, securities law and general corporate and business matters. Jonathan has represented corporations and other entities in a wide variety of industries, including Internet and e-commerce, apparel, medical devices, entertainment and high technology. Jonathan is a member of the Executive Committee of the Canadian California Business Council, an entity that was formed to support Canada and California businesses growth. The Council aims to use its membership network to connect bi-lateral opportunities that will result in the job creation, investment connection and trade partnership support.

Panelists:

Robert Wong, Creative BC - After working for several years for a chartered accounting firm in Vancouver, Robert joined BC Film + Media (now Creative BC) where he is currently the Vice President and Acting Film Commissioner. Robert joined the staff just prior to the launch of the film and television tax credit program in 1998, and has since played an integral role in the evolution of British Columbia’s film and television tax policy, including the recent enhancements to the tax credit program. He is responsible for all administrative aspects of Film Incentive BC (FIBC), the Production Services Tax Credit (PSTC), and development funding programs.  As Acting Film Commissioner, he is tasked with marketing British Columbia as a destination of choice for projects and companies looking for a world class production centre.

Lui Petrollini, Ernst & Young - Lui is the EY B.C. Media & Entertainment Services Leader, Private Mid-Market Services Leader and the Director, Pacific Region Entrepreneur of the Year Awards. He has over 29 years experience in Public Accounting, serving private Canadian and international companies. Serving a wide variety of clients from start-up, development stage to full mature companies, Lui has extensive experience with software development companies, Media & Entertainment production companies and industry-related service providers. He currently sits as a director of the B.C. Technology Industry Association, the Telus World of Science (“Science World”) and the B.C. Motion Picture Production Industry Association. Lui possesses considerable knowledge and expertise in the film and television production industry. He has worked closely with film and television producers, and government and taxation agencies in dealing with the various film and tax credit incentives available to producers in Canada.

Mikko Setala, Rovio Animation Company- Mikko Setala joined Rovio Entertainment in 2006 as the Chairman of the Board and has also served Rovio as the CFO and EVP of Corporate Development. Living currently in Los Angeles, he is the President of the Rovio subsidiaries in North America.  Mikko's background is in the software industry and he has been an entrepreneur, worked as an executive in major software companies and also as the CEO of a listed company. Mikko has written two books and acts as an angel investor and board member.  Mikko has a M.Sc. degree from Helsinki University of Technology.
Twitter: mikesetala

Agenda: 12:00-12:30 Networking and Free Catered Lunch; 12:30-1:30 Panel Discussion

Parking: Ramp #5 on 4th Street near Broadway, or at the Santa Monica Place Mall.  No Validations.

Sponsors:

            

  

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Stubbs Alderton & Markiles, LLP is one of the leading start-up law firms in Southern California. We pioneered a fixed fee start-up package making the formation and organization of your start-up as seamless as possible. Our Preccelerator Program is a platform offered to select start-up companies out of our Santa Monica office that provides interim office space and sophisticated legal services, with the objective of helping you grow your idea from business concept to funded startup. The Preccelerator Program provides free co-working space and other perks for 5-6 promising young startups.

The perks include:

• Free co-working space on a rolling basis, including free wireless access to the Internet and access to conference rooms for meetings and presentations
• Access to real-time legal advice and transactional legal services on site (under our standard engagement and/or fee arrangements)
• Access to in-house educational workshops and activities
• Potential introductions to our network of investors and other service providers

For more information about the Preccelerator Program, visit https://stubbsalderton.com/preccelerator or contact Heidi Hubbeling at (310) 746-9803 or

No-Fee Platform Connects Accredited Investors to
Innovative Startups Pursuant to the JOBS Act

SANTA MONICA, Calif.: Oct. 16, 2014 – FlashFunders today announced the launch of its no-fee, online equity funding platform at www.flashfunders.com.  FlashFunders (member FINRA/SIPC) was started by Europlay Capital Advisors, law firm Stubbs Alderton & Markiles, and co-founders Vincent Bradley and Brian Park, and was formed to help startups raise capital efficiently while also opening up access to startup investing for accredited investors.

FlashFunders’ platform helps entrepreneurs navigate complex SEC regulations and offsets costly legal fees, while giving accredited investors unprecedented access to startup investment opportunities. FlashFunders provides a turnkey solution for raising capital and a marketplace where entrepreneurs can connect directly with accredited investors across the globe.

FlashFunders ensures all investors are accredited and that all offerings are SEC-compliant and executed using FDIC-insured escrows — which are created and paid for by FlashFunders.

“We worked with FINRA over the past year to expand the scope of our broker-dealer license, allowing FlashFunders to operate an online equity funding platform in a regulated environment,” said Vincent Bradley, the co-founder of FlashFunders. “We felt it was critical to ensure our platform was compliant for both startups and investors. Online equity funding is in its infancy and seeing tremendous growth; by engaging with FINRA, we’re leading the way for how it should be done — creating an industry standard.”

“97% of the 8.5 million accredited investors in the United States currently don’t partake in startup investing,” said Mark Dyne, the chairman and founder of Europlay, a seed and early-stage investor in technology companies, as well as former Skype seed investor and board member and founder and CEO of Sega Ozisoft, Virgin Interactive Entertainment, and many others. “This is largely because they don’t have access to early stage companies. Leveraging technology and decades of combined experience in finance, venture investing, securities law and startup operations, FlashFunders provides entrepreneurs and investors a secure, SEC-compliant user experience, with e-Signature technology and document management capabilities backed by a team of FINRA-registered representatives to help ensure successful offerings on the platform.”

“FlashFunders is designed to fundamentally alter the capital-raising process,” said Brian Park, co-founder of FlashFunders. “We provide startups with a compliant, efficient and no-fee online equity funding platform to develop their business plans, publicly market their offerings and collect funding from accredited investors —saving startups thousands of dollars in legal fees. At the same time, investors on FlashFunders can purchase shares directly in startups with no transaction fees or carried interest charges.”

FlashFunders creates a safe and intuitive process that allows investors to view startup offerings and execute investments legally and properly in minutes using Flash Seed Preferred documents and e-Signature technology.

FlashFunders has created “Flash Seed Preferred,” a set of safe, balanced and transparent investment documents that have been customized to facilitate fundraising on the platform, further streamlining a process that would otherwise take months of road shows, multiple middlemen and tens of thousands of dollars in legal fees to execute.

“Unlike other equity funding portals, FlashFunders does not curate or try to pick winners, and investments are not made through LLCs or Special Purpose Vehicles,” said Scott Alderton, Managing Partner at Stubbs Alderton & Markiles, LLP. “FlashFunders provides a seamless end-to-end solution for startups raising capital with virtually no external cost, fees or investor carry. FlashFunders receives an ongoing right to invest a limited amount under the same terms as all other investors if a startup is successful in getting funded on the platform.” Stubbs Alderton & Markiles, LLP is southern California’s leading business law firm, with deep experience in providing legal services to companies including LinkedIn, Beats by Dre and Skype, among many others.

The announcement today is the first phase of FlashFunders’ rollout. Additional enhancements to the user experience will be added over time along with new tools and technologies to increase functionality and scale. Offerings from startups will be incrementally uploaded by the site’s concierge service, which assigns a live team to guide entrepreneurs through the process.

“We are educating a new generation of investors and building a more efficient roadshow for startups,” said Vincent Bradley.

About FlashFunders

A registered broker-dealer, member FINRA/SIPC, FlashFunders provides a no-fee online equity funding platform for entrepreneurs to publicly market their offerings, collect funding from accredited investors and gain access to SEC-compliant legal documents and escrow accounts to create their offerings.

For more information, visit: http://www.flashfunders.com

Media Contact:
Amy Morris                                                 Susan Guerra
FlashFunders                                              Thatcher+Co.
               
917.887.2725                                              973.650.6555

SAM announced that it represented client, The Bouqs Company (TheBouqs.com), a premier cut-to-order online flower delivery service, in a $6 million Series A financing. Led by Azure Capital Partners and joined by KEC Ventures, funding will be used to accelerate growth initiatives including expanding the team, offering delivery outside the US, and scaling the company's technology and infrastructure to keep pace with growing demand.  

"Interest from our customers has exceeded our wildest expectations. We are growing 8-10X year-over-year largely based on organic channels such as word-of-mouth, social, and referrals," said John Tabis, CEO & Founder of TheBouqs.com. "We launched this platform to 'rearrange' the global $50B+ flower industry, and it's thrilling to see both consumers and flower farms enjoying our simpler and more elegant platform for flower delivery. This new infusion of capital and a great set of advisors will enable us to expand our operations and Bouqs deliveries to even more households and businesses in the US, and soon around the world."

To view the full press release, click here.

To view the PandoDaily article covering the deal, click here.

About The Bouqs Company
The Bouqs Company (TheBouqs.com) is a cut-to-order online flower delivery company. Founded by John Tabis and JP Montúfar, the company launched in late 2012 to create an online flower delivery service for the global, modern consumer. TheBouqs.com offers a simple shopping and superior customer service experience, and delivers high-quality, farm-direct, eco-friendly stems with honest and direct pricing. Bouqs are grown on eco-friendly and sustainable farms located 10,000 feet above sea level on the side of a volcano situated right on the equator in South America, or on similarly high quality farms along the California coast. For more information on The Bouqs Company, please visit: www.TheBouqs.com or watch the video.

For more information about our Venture Capital & Emerging Growth practice, contact Partner Scott Alderton at (818) 444-4501 or

Stubbs Alderton & Markiles has announced that it assisted client Malauzai Software, a provider of mobile banking SmartApps for community financial institutions, in its $6.48 million Round C investment led by Wellington Management Company, LLP.  In previous rounds, Malauzai has raised approximately $5.3M.

SAM attorneys John McIlvery and Gaurav Krishan represented Malauzai in this transaction.

About Malauzai Software

Malauzai was incorporated in 2010 in response to the growing demand for a technology company that could provide innovative mobile solutions for community financial organizations. As a cool company in a cool town with a focus primarily on community financial institutions, Malauzai looks to provide mobile solutions that will enhance the customer experience ultimately resulting in increased value for financial institutions.

To view the full press release, click here.

For more information about our Venture Capital & Emerging Growth practice, contact Scott Alderton at or (818) 444-4501.