Venture Capital & Emerging Companies

This issue covers the SEC’s expansion of the “Accredited Investor” and “Qualified Institutional Buyer” definitions, an article on vesting for startups, a discussion of founder stock and vesting, and a feature on East Light Partners.

In this edition’s MintzTech Connect, we feature East Light Partners, a renewable energy development company targeting the opportunity for community and utility solar projects in the Northeast United States.

In this podcast, Eric Shnell, the founder of Craitor, developer of a ruggedized 3D printer for military use, discusses how he founded and funded his company while a student at UC San Diego and how the innovative UC San Diego Accelerator Program known as “The Basement” helped Craitor build its team, develop and build its prototype, and raise initial grant monies.

Read about IRS and Treasury Department proposed regulations addressing the application of Section 1061 of the U.S. Internal Revenue Code of 1986, as amended.

In this podcast, Jeremy Glaser, Co-chair of the Mintz Venture Capital & Emerging Companies practice, and Ryan Floyd, founder and partner at Storm Ventures, discuss important points for entrepreneurs to be aware of when negotiating a venture capital term sheet.

In the second installment of Mintz’s multi-part series addressing common questions relating to establishing a new enterprise, Sam Effron and Sebastian Lucier discuss the issuance of shares to the founders, the mechanics and reasoning behind vesting and some important tax consequences relating to share issuances.

XENDEE is the most awarded Microgrid platform, and is the standard solution for Worley, the largest energy, chemicals and resources engineering services company in the world. The United States Department of Defense has recently selected XENDEE as its standard platform for the design of resilient Microgrids by all branches and services.

In Harper Lee’s book, To Kill a Mockingbird, the protagonist Atticus Finch tells his son: “One never really understands a person until you consider things from his point of view, until you climb into his skin and walk around in it”. Unless you take the time to stand in another person’s shoes and see the world from that person’s perspective, we really don’t process very well what others may be saying or feeling. In this challenging time of a global pandemic and national outrage for systemic social injustices, we urge all of our readers to listen (truly listen) to your colleagues and try to understand better what it is like to be in another person’s shoes. Black Lives Matter and it is up to all of us to listen, support each other, and to see how we can make this world better. We have assembled a list of books that may help deepen that understanding and encourage us all to work diligently to build the equitable world we all want for ourselves and our fellow citizens.

In Harper Lee’s book, To Kill a Mockingbird, the protagonist Atticus Finch tells his son: “One never really understands a person until you consider things from his point of view, until you climb into his skin and walk around in it”. Unless you take the time to stand in another person’s shoes and see the world from that person’s perspective, we really don’t process very well what others may be saying or feeling. In this challenging time of a global pandemic and national outrage for systemic social injustices, we urge all of our readers to listen (truly listen) to your colleagues and try to understand better what it is like to be in another person’s shoes. Black Lives Matter and it is up to all of us to listen, support each other, and to see how we can make this world better. We have assembled a list of books that may help deepen that understanding and encourage us all to work diligently to build the equitable world we all want for ourselves and our fellow citizens.

This article discusses updated documentation and timing for the Federal Reserve Main Street Lending Program and certain considerations for companies considering borrowing under the program.

In this podcast, Jake Shapiro, the founder of RadioPublic and Podfund, explores the current state of the podcasting market and industry trends.

This article outlines Treasury Department and IRS tax relief available to individuals and businesses affected by travel disruptions related to the COVID-19 pandemic.

This article discusses the recent revisions to the Federal Reserve’s Main Street Lending Program; borrower considerations regarding eligibility and access to the program; implications of certain covenants and restrictions; and considerations under existing debt documents.

In the first installment of Mintz’s multi-part series addressing common questions relating to establishing a new enterprise, Jeremy Glaser and Sebastian Lucier discuss the timing of forming an entity, the differences between the two most common choices (corporation and LLC) and the best jurisdiction to position a company for outside investment.

This alert reviews the risks of a down round financing and lists steps that a company considering this option during the COVID-19 pandemic can take to reduce those risks.

Today the Small Business Administration (SBA) issued additional guidance with respect to the “necessity” certification required under the CARES Act in connection with the Paycheck Protection Program (PPP). The relevant guidance appears in FAQ 46, and it is very good news for borrowers who received PPP loans under $2 million (together with PPP loans to affiliates, if any). The SBA, in consultation with the U.S. Department of Treasury, has determined that a safe harbor will apply with respect to SBA’s review of the certification of necessity in connection with respect to such loans. Specifically, “[a]ny borrower that, together with its affiliates, received PPP loans with an original principal amount of less than $2 million will be deemed to have made the required certification concerning the necessity of the loan request in good faith.”

Choosing the form of your business entity is one of the first and most important steps toward running a successful business. Three of the most common entity types are C-Corporations, S-Corporations and Limited Liability Companies (LLCs). Each entity type has its own advantages and disadvantages, including with respect to taxation, attractiveness to investors and simplicity.

This edition of MintzTech Connect features articles on the Federal Reserve Main Street Lending Program and the pros and forms of different forms of business entities.

This article discusses the Federal Reserve’s Main Street Lending Program, including eligibility; impacts on debt service, capital structure, and strategic planning; and potential obstacles under existing debt and other agreements.

Read about recently issued IRS guidance related to the employee retention credit enacted in the Coronavirus Aid, Relief and Economic Security (“CARES”) Act.