Tag Archives: SAM

Stubbs Alderton & Markiles Represents Client Platinum Equity in Sale of Keen Transport to Wallenius Wilhelemsen Logistics ASA

LOS ANGELES, Dec. 12, 2017 (NEWSWIRE) – Stubbs Alderton & Markiles, LLP announced today that it represented Platinum Equity in its sale of Keen Transport to Wallenius Wilhelmsen Logistics ASA (WWL).  Financial terms of the transaction were not disclosed. The deal was led by Partner Marc Kenny and associate Nick Feldman assisted in the transaction.

 Keen Transport is a national provider of heavy-haul logistics and transportation services for the construction, mining and agriculture equipment markets. WWL, based in Oslo, Norway, is a global logistics operator serving the manufacturing industry with special focus on vehicles, mining and construction equipment and machinery. Founded in 1995 by Tom Gores, Platinum Equity (www.platinumequity.com) is a global investment firm with $13 billion of assets under management and a portfolio of approximately 30 operating companies that serve customers around the world. The firm is currently investing from Platinum Equity Capital Partners IV, a $6.5 billion global buyout fund.  

To view the full press release, click here

 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. Stubbs Alderton’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.

 For more information about the Mergers & Acquisitions practice at Stubbs Alderton & Markiles, contact Marc Kenny at mkenny@stubbsalderton.com

 Press Contact:

Heidi Hubbeling
Director of Marketing
hhubbeling@stubbsalderton.com

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SAM Client Alert – Deadline Approaching: Register Your DMCA Agent by End of the Year – U.S. Copyright Office Changes the DMCA Agent Registration Process

Image result for DMCABy December 31, 2017, any online service provider that has registered an agent with the U.S. Copyright Office through the paper-based registration system must submit a new registration using the new electronic system to preserve safe harbor protection under the Digital Millennium Copyright Act (“DMCA”).

The DMCA, among other things, provides a safe harbor for online service providers from copyright infringement liability resulting from content posted on their websites or services by users. To qualify for DMCA safe harbor protection, online service providers must designate an agent to receive notifications of alleged copyright infringement by registering with the Copyright Office and each service provider must list their agent’s contact information on their website.

The Copyright Office’s paper-based registration system has been replaced by an online registration system. All online service providers seeking DMCA safe harbor protection must now register agents using the new electronic registration system. This applies to online service providers that have already designated DMCA agents using the paper-based system.

Online service providers that previously designated a DMCA agent using the paper-based system must resubmit their designations through the new electronic system before the December 31 deadline and renew their designations using this system at least every three years. Failure to register electronically by the end of the year will result in the expiration of existing designations and the loss of DMCA safe harbor protection.

What should online service providers do? All online service providers should submit a new DMCA agent designation using the online registration on the DMCA website by December 31, 2017. The fee for filing, amending or renewing a designation through the online system is $6.00.

How Stubbs Alderton & Markiles, LLP can help. We are a full-service law firm with expertise in intellectual property and technology law. We can help register your DMCA agent designation with the Copyright Office using the new electronic system.

For more information about this or other intellectual property issues, contact SAM Partner Kevin DeBré at kdebre@stubbsalderton.com 

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SAM Preccelerator® Company nēdl Named Finalist in PILOT Innovation Challenge

nēdlSAM Preccelerator Company nēdl, an app that allows radio listeners to use speech recognition to eliminate the need to go station-to-station to find specific news, sports, talk and music, has been named among the 12 finalists for the PILOT Innovation Challenge. PILOT is an innovation initiative of the National Association of Broadcasters (NAB). The PILOT Innovation Challenge recognizes creative ideas that leverage technological advances in the production, distribution and display of engaging content.

To read the full press release visit here.

About nēdl  
nēdl
 uses proprietary Speech Recognition to let you search within 100,000+ live news, sports, talk, and music broadcast streams to find what you want and listen to the stream or add your unique voice to the global real-time database for instant discovery. Visit www.findnedl.com

To learn more about the Preccelerator® Program, contact Heidi Hubbeling, COO at (310) 746-9803 or hhubbeling@stubbsalderton.com

 

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Major Legal Pitfalls for Startups – The Case for Hiring a Lawyer before you “Start Up” – Part 2

 

In this two part series, Kelly Laffey discusses the legal pitfalls that startups can avoid when forming their company. Kelly counsels clients on issues related to corporate governance, mergers and acquisitions matters, and securities regulation and compliance. She also assists with financing for large private corporations, and entity formation and succession planning for professional services firms. Kelly provides general business counseling on a variety of up-and-coming regulatory issues for small and emerging companies that offer commercial services, allowing them to explore new business opportunities in various states. Drawing on her diverse work experience in the entertainment arena, including time spent with talent agencies, and music and television production companies, Kelly also assists on matters related to licensing, marketing, and exploitation of intellectual property rights.

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In Part 1 of this series, I described some typical legal problems that startup companies face when they try to go it alone in the early stages of their business related to choice of entity form and jurisdiction and common issues that arise with respect to division of equity.  In this part 2, I discuss issues related to securities laws and intellectual property and finally offer some words of advice regarding how to manage the costs of hiring an attorney early on.

Compliance with Securities Laws

Any issuance of securities, meaning stock, LLC interests, options, warrants, convertible notes, convertible securities (or SAFEs) and more, will be subject to federal and state securities laws.  Startup companies often need to find an exemption to the registration requirements of federal securities laws until they are ready to go public.  Securities law is a large and complex subject that really requires a good corporate attorney to help explain those obligations relevant to a particular company in a particular given circumstance.  Failure to comply with securities laws can result in a huge financial burden on the company, the founders and recipients of equity, including employees and investors, when fines are imposed or the recipients are forced to pay a much higher price for the equity than what was intended.  An experienced securities practitioner can help you find the right exemption and implement the right process to avoid fines and adverse consequences.

Protecting Your Intellectual Property and Employment Issues

It is critical to have proper employment documentation in place and such documentation should properly protect the company’s intellectual property.  Typical employment agreements include “at-will” offer letters, independent contractor agreements, consultant or advisor agreements and stock incentive award documents.  Employment laws vary from state to state so depending on what state you’re in, you may need to include specific provisions to comply with applicable state law. One of the most important employment documents which every employee (including co-founders) should sign is a proprietary or confidential information and inventions assignment agreement.  This document ensures the company’s confidential information will remain confidential and that any ideas, work product or deliverables created by the company’s employees while working for the company will be owned by the company.  These agreements generally prevent key employees who have developed significant intellectual property for the company from claiming rights in such intellectual property in the event that they leave.

Trying To Do It Yourself

For the reasons stated above and many more, one of the biggest mistakes a company can make is trying to do the legal formation work on their own or with an inexperienced legal service provider.  All of the mistakes described above are correctable but correcting them takes time and can incur greater cost than getting professional advice from the beginning.  Many firms have very reasonable startup packages for early stage companies that include both forming the company properly and providing a suite of documents covering most, if not all, of the above issues for the company’s use, for a very reasonable flat fee.  These packages are designed to get the company started and provide you with the basic forms of agreements you need to be protected.  Once these are put in place, the company is unlikely to incur significant legal costs until it raises capital or undergoes another significant event.  While a startup package fee may still seem like a significant amount of money to spend in a company’s early stages, the value is immeasurable over the life and success of the business.

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For more information about Startup Formation and other emerging growth issues, contact Kelly Laffey at klaffey@stubbsalderton.com.

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SAM Preccelerator Alumni Tina Hay of Napkin Finance Featured Speaker at “Hypothesis Driven Management”

Women In LAVA and Pivotal Labs are excited to announce
a joint strategy-focused event on October 24, 2017 :

“Hypothesis Driven Management: Learn how to reduce risk
and create the product customers want.”

This is a hands on, experiential session which will take you through the initial stages of assessing the next steps for your company and potential product launch.

Event details:
Monday, October 24, 2017
6-8:30pm

Pivotal Labs
1333 2nd St., Suite 200
Santa Monica, CA 90401

Here’s a brief description of what you will experience:

Workshop Objectives and Agenda:

Building new products will always be challenging and never without risk. However, the processes for creating the right solution, increasing market fit and reducing time to market have evolved significantly over the last decade.

Learn how to:

  • Identify your biggest risk
  • Create an approach for reducing that risk
  • Leverage your customers to test your new approach
  • Generate better insights about your user that will inform all future development

You will work along side two successful entrepreneurs: Jennifer Beall Saxton, CEO of Totsquad and Tina Hay, CEO of Napkin Finance, who will share their experiences as they built their companies and made essential pivots along the way.

Tina Hay

Napkin Finance is a multimedia company that grew out of our own needs for a better way to learn and understand finance.
We developed our platform as a quick and easy resource on everything you need to know about money in 30 seconds or less. Our mission is to empower our readers to manage their money and understand basic financial concepts in a simple, fun and engaging way. In addition to Napkins, we have grown into a wide range of products and features including: Videos, Life Events, NapkinGrams, and Podcasts. Most importantly, Napkin Finance has become a community of ideas and concepts that has empowered our readers to fully understand the complexity of personal finance. Money isn’t boring and educating yourself about it shouldn’t be either!

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

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Major Legal Pitfalls for Startups – The Case for Hiring a Lawyer before you “Start Up” – Part 1

 

In this two part series, Kelly Laffey discusses the legal pitfalls that startups can avoid when forming their company. Kelly counsels clients on issues related to corporate governance, mergers and acquisitions matters, and securities regulation and compliance. She also assists with financing for large private corporations, and entity formation and succession planning for professional services firms. Kelly provides general business counseling on a variety of up-and-coming regulatory issues for small and emerging companies that offer commercial services, allowing them to explore new business opportunities in various states. Drawing on her diverse work experience in the entertainment arena, including time spent with talent agencies, and music and television production companies, Kelly also assists on matters related to licensing, marketing, and exploitation of intellectual property rights.

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In my practice as a corporate attorney, I work primarily with startup and emerging growth companies.  This article may read similar to an advertisement for legal services and there may be some truth to that.  My ultimate goal as an attorney, however, is to save startup companies time and money (and stress) in the long run by doing things right from the start which will allow the company to put more resources to work on growing the business rather than fixing mistakes that could have easily been avoided.

Attorneys are often brought it in to work with clients who have done a significant amount of the formation and organization work themselves or through an online legal service provider at a low cost.  While it is certainly understandable that a very early stage company does not want to incur more legal cost than it has to, what seem like very minor issues to founder can lead to a lot of unnecessary clean-up work and time spent determining the best way to fix those issues including if and how to disclose them to potential investors, strategic partners or others that are critical to the business.

The unfortunate fact is that errors in company formation usually come to light when a company is about to engage in its first major financing or strategic transaction and potential investors or strategic partners start doing their “due diligence” on the company, i.e., looking into its formation documents, the founder agreements, employment agreements, etc.  This is often a critical time for the company as the founders have begun conversations with potential investors or a strategic partner, built momentum and are usually geared to start scaling the business. When the problem areas are identified and those activities are put on hold, it can cause a panic at the company, requiring lawyers to address the errors on a tight timeline in order to minimize the damage and not lose momentum. The result is typically a very high legal bill for a financing or strategic transaction.

In this two-part series, I describe some common legal issues encountered by startups that are not properly considered without legal counsel and which, when thoughtfully discussed with legal counsel prior to forming the company, should spare the company from legal expenses for corrective measures.

Choosing the right entity AND the right jurisdiction for you.

One of the first decisions a new company has to make is what legal entity form to take.  There are without a doubt dozens of articles that say you should be a C-corp for these reasons or you should be an LLC for those reasons.  Maybe you’ve read or know something about S-corps and you think that sounds like a good idea.  The reality is that the right entity form for your company is very specific to the facts and circumstances of your company.  Factors we consider include, among others: How many founders are there? How many employees will the company have? Will the company raise money from VCs or angels (and if so, does it expect to do so right away or will that be much further in the future of the company)? What is the anticipated size of the business? In what industry does the business operate? What might make the most sense now might not serve as the best form later and the form of entity can generally be changed later if necessary.  These are all factors a good lawyer or tax advisor can talk through with a new business and provide guidance regarding which options to select based on the company’s business plans.

The less often thought about issue is where to form the company.  As a lawyer practicing in what’s been termed “Silicon Beach,” most of our clients are based in California and so many assume they should organize or incorporate in California.  For some companies, being formed in California is perfectly fine, however, California can also be problematic for a number of reasons.  Many outside investors do not like to invest in California entities because California does not have the established corporate jurisprudence that Delaware has and so there is an element of unpredictability in California.  Companies will often be advised to incorporate in Delaware because Delaware corporate law is seen as both business and investor friendly.  However, if a company incorporates in Delaware, it has to engage a registered agent located in Delaware and so for some companies, it does not always make sense to pay the registered agent fees. Other factors to consider when choosing a jurisdiction are filing fees, franchise taxes and required annual filings. These are all considerations a corporate lawyer can help startups navigate.

Division of Ownership; Dilution and Vesting.

This can be an awkward conversation amongst founders but it is an important conversation to have early on in the life of the business.  How much of the company should each founder own? What is each founder bringing to the company in terms of skills, resources and service and how do we value what each founder adds? How much dilution are the founders willing to endure and from which sources, i.e., outside investors, an employee option or stock pool, venture debt transactions, etc.? Should the equity be subject to vesting and continued service to the company?

I’ve often encountered very early stage clients who have 2 to 3 initial founders and they have already diluted themselves by giving away equity such that together, they own less than half of the company.  Founders are so passionate and focused on developing the idea and growing the business, they don’t necessarily have good insight when it comes to managing the cap table.  Further, I’ve seen companies provide equity grants to service providers or intended partners of the business without subjecting the grants to vesting or continued service to the company over time.  We typically recommend that all service-related equity vest over a certain number of years to ensure the company is getting the intended value in exchange for that equity.

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For more information about Startup Formation and other emerging growth issues, contact Kelly Laffey at klaffey@stubbsalderton.com.  Stay tuned for Part II of the Startup Pitfalls Series on Monday, October 16th.

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SAM Partner Michael Sherman Successfully Represents Danny Wimmer Presents

Danny WimmerStubbs Alderton & Markiles Partner Michael Sherman was lead counsel to Danny Wimmer Presents in its successful legal battle against its former law firm disputing their 14.3 percent membership claim to the company DWP. Danny Wimmer Presents is a music festival production and promotion company that is headquartered in Los Angeles.

L.A. Superior Court Judge Elizabeth White ruled that the operating agreement between the law firm and DWP covered only the single Welcome to Rockville event, noting Davis Shapiro was repaid its investment plus profit share, and never reinvested.

Stubbs Alderton & Markiles attorneys representing Danny Wimmer Presents are Michael A. Sherman and David Harris.

Michael ShermanMichael Sherman  is an accomplished trial lawyer in high-stakes, “bet-the-company” litigation, and has represented both large and early-stage companies as well as entrepreneurs in all facets of business and complex commercial litigation. He has evenly split his litigation practice on both the plaintiff and defense side of cases, has first-chaired numerous trials in complex matters in industries as varied as energy, securities, healthcare, environmental, consumer products, technology, project development/finance, advertising, real estate and apparel, and is highly skilled in class actions and unfair competition law.

For more information on our Business Litigation Practice, contact Michael A. Sherman at msherman@stubbsalderton.com.

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SAM Attorney Caroline Cherkassky to be Featured Speaker at Plugin South LA’s Digital & Beyond in LA – October 12, 2017

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SAM Encourages You to Attend “Women Founders Network Fast Pitch Event” – October 19th!

Women Founders Network:
Building the Female Entrepreneur Ecosystem

Women Founders Network

WFN connects women founders building high-growth businesses not only with the required capital but also with the resources, connections, mentorship and sponsorship they need to grow scalable, transformative, successful businesses. WFN has awarded and directly invested $485,000 in women-founded companies in the past four years, and alumni have gone on to raise over $37 million in funding.

FAST PITCH EVENT: 
OCTOBER 19, 2017 from 5:00-9:30pm

LOCATION:
California NanoSystems Institute (CNSI) at UCLA
570 Westwood Plaza, Building 114, MC 722710, Los Angeles, CA 90095-7227
Parking is available on-site for $12

Early Bird Rate: $75 effective through 8/31
Regular Rate: $100 effective 9/1-10/15
Late Registration: $125 effective 10/16-10/19

Annual Fast Pitch Competition:
Women entrepreneurs apply to compete in our annual Fast Pitch Competition for a prize package of $35,000 in cash awards plus over $100K of in-kind professional services. Through two rounds of voting, the top 10 companies are selected to present on-stage at the Fast Pitch event on October 19th for the final voting round.

Top 10 Companies:
Aerosol Devices
Basepaws
Blendoor
Blue Fever
Bootstrap Legal
CONVRG
Hintd
Karmies
Reeelit
Tea Drops

AGENDA:
4:00-5:00pm – Female Funders Forum – by invitation only
VIP special event for angel investors and venture capitalists
5:00-6:00pm – Check-in & Networking Reception for Fast Pitch Event (CNSI Lobby)
Program begins – CNSI Auditorium
6:00-6:15 – Opening remarks
6:15-8:15 – Fast Pitch Presentations by Top 10 Companies
8:15-9:00 – Open networking/Vendor & Top 10 tables (CNSI Lobby); Fast Pitch Judges convene for final voting
9:00-9:30 – All guests return to auditorium for announcement of winners/award presentations

We hope to see you there! 

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Stubbs Alderton & Markiles Client HouseCanary Announces $31M Series B Financing

HouseCanarySAM client HouseCanary, the leading data analytics and valuation platform for real estate professionals, announced it has closed a $31 million series B funding round, bringing the company’s total funding to $64 million to date.  Investors in the round include PSP Growth, the venture and growth equity arm of PSP Capital, a private investment firm founded by entrepreneur and former Commerce Secretary Penny Pritzker, as well as Alpha Edison and other existing investors.

Stubbs Alderton & Markiles, LLP attorneys representing HouseCanary in the transaction were Greg Akselrud and Adam Bagley.

To read the full press release on the financing, click here.

About HouseCanary

Founded in 2014, HouseCanary’s mission is to help people make better real estate decisions. Built on a foundation of great data, powerful models and predictive analytics, the HouseCanary platform aggregates millions of data elements, including more than four decades of property data and a rapidly expanding arsenal of proprietary data calculations and analytics, to accurately define and forecast values and market influences. HouseCanary’s Series A investors include Hillspire (Alphabet Executive Chairman Eric Schmidt’s family office), Alpha Edison, ECA Ventures, Raven Ventures and other top investors including Egon Durban and Nikesh Arora. The company is headquartered in San Francisco. For more information, visit www.housecanary.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. Stubbs Alderton’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. For more information, visit www.stubbsalderton.com

 

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