Registration Rights Agreements
Registration Rights Agreements

Investors that own restricted shares of a privately-held company need access to a broader market to eventually sell those shares. Such investors need to have the right or ability to require the company to list the shares publicly. This would most commonly occur through an initial public offering (IPO). Shareholders can force an IPO through registration rights agreements.

Registration rights refer to this right of investors holding private, restricted shares. They can compel the company to list its shares publicly. When an investor exercises a registration right, the investor can compel a privately-held company to go public.

Investors often enter…

Corporate Counsel
Corporate Counsel
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Corporate counsel have plenty of things to worry about every day. One of the most basic but most often troublesome areas is written business communications.

There’s plenty of litigation or a regulatory investigation that contains as a critical piece of evidence an incriminating email, text message, memo, or other communication. The toughest thing to employees to realize is that when they write something down, it’s likely to be discoverable in litigation.

And even when that test message isn’t germane to the issue, it contains views, opinions, or worse that create an image problem for the company ore place it in…

Outside Counsel Law Office
Outside Counsel Law Office
Image credit: Pixabay

A recent article finds that in the past few years, law firms have internally adopted more technology; plus, they’ve also created their own legal tech for their clients. These can take the form of regulatory compliance portals and litigation risk management. The trend now is for more firms to investigate internally several avenues of software development. But the law.com article suggests that perhaps the corporate clients of outside counsel may not need or want these innovations.

GCs Looking for Innovation from Outside Counsel

General counsel and their consultants told Legaltech News that they want certain innovations from their outside counsel, but GCs can’t expect their law firms…

ARK Capital ETFs
ARK Capital ETFs
Image credit: Marco Verch

Exchange-traded funds (ETFs) were once a bland investment product. Cathie Wood, of Ark Capital, and the recent rise of themed ETFs has changed that dynamic. ETFs are suddenly becoming a much more fashionable investment product. Some of the trendiest themed ETFs invest in space exploration, electric cars, and 3-D printing.

Cathie Wood is the founder and CEO of investment management firm ARK Capital. She has taken center stage in fueling the ETF success streak. ARK Investment Management LLC’s latest exchange-traded fund, specializing in space exploration, has attracted more than $500 million from investors. …

Underwriting Agreement
Underwriting Agreement
Photo by Cytonn Photography on Unsplash

There are a number of standard documents that lawyers must prepare for an initial public offering (IPO) of a company. The main document is the S-1 registration statement. The S-1 is filed with the Securities and Exchange Commission (SEC) and is publicly accessible on the SEC’s website. Other documents commonly involved in the IPO process include the underwriting agreement, the registration rights agreement, and the stockholder agreement. In terms of importance, the underwriting agreement falls pretty high up on the list.

An underwriting agreement is a contract between the group of banks, on the one hand, and the company issuing…

Chief Information Officer
Chief Information Officer
Photo by Mimi Thian on Unsplash

A Chief Privacy Officer or “CPO” works in all aspects of an organization. This can include product, e-commerce, analytics, engineering, business development, human resources, customer care, publica relations, advertising, and more. A Chief Privacy Officer encounters issues that come from every part of the business.

CPO Magazine explains that part of their mandate is to work collaboratively to “change hearts and minds” both horizontally and vertically in an organization. That’s according to Kirsten Daru, General Counsel of Tile, who made this transition after 10 years at Electronic Arts, ending up with the position of Chief Privacy Officer.

Daru says that…

Second Home
Second Home
Photo by iSAW Company on Unsplash

Pacaso, the startup democratizing the ownership in a second home, has now achieved a valuation of over $1 billion. Founded in October 2020, Pacaso attained unicorn status in only 6 months. This makes it the fastest startup to reach the $1 billion mark in the United States.

In March 2021, Pacaso raised $75 million in equity financing in a fundraising round led by Greycroft Partners. The round also included investments from Global Founders Capital and Acrew Diversify Capital Fund. A number of prominent angel investors participated as well such as Jeff Wilke, the former CEO of Amazon Worldwide Consumer.

Including…

Data Privacy Fraud
Data Privacy Fraud
Image credit: Piqsels

As elsewhere, in Virginia there is growing public concern about the use of personal data online. In response to this concern, the state of Virginia passed a law enhancing data privacy rights for consumers. On March 2, 2021, Governor Northam signed into law the Virginia Consumer Data Protection Act (CDPA). The Act incorporates concepts from the EU’s General Data Protection Regulation (GDPR) and California’s two data privacy laws, the California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA). It also could be a precursor to data privacy laws passed by other U.S. states in the near future.

Legislative Background of Data Privacy Law

Antitrust Law Reform
Antitrust Law Reform
Image credit: Piqsels

The antitrust landscape in the United States is set to get tougher on large tech companies. On February 4, 2021, Senator Amy Klobuchar of Minnesota introduced the Competition and Antitrust Law Enforcement Reform Act (CALERA). If passed, this legislation would transform the federal antitrust laws.

Google, Facebook, Amazon, and other big tech companies have been facing heightened scrutiny for antitrust violations and market monopolization. The introduction of this bill combined with the Biden administration’s increased focus on antitrust reform is likely to create new challenges for tech companies.

Components of the Law

The proposed legislation would have a sweeping impact on companies doing business…

NFTs
NFTs
NFTs image credit: Marco Verch per Creative Commons

NFTs, or nonfungible tokens, have been sweeping headlines as they cause disruption in the art world and beyond. In February 2021, an NFT of the Nyan Cat video meme sold for over $500,000. Afterward, a purchaser bought a LeBron James NFT for $208,000, displaying a video clip of the star athlete dunking a basketball. NFTs really got cast into the spotlight in March 2021 with the $69.3 million sale of a digital collage at the art auction house Christie’s.

The NFT explosion has created new opportunities for artists, musicians, consumers, investors and other digital creators. …

Carpenter Wellington PLLC

Ryan Carpenter serves as Attorney and Managing Director of Carpenter Wellington. Ryan advises clients across a broad set of corporate and commercial matters.

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