Posted March 6, 2016; ©David Jargiello 2016 All Rights Reserved. “Wilson, Sonsini and the Venture Law Group were staggering. Predictably, these portfolios became recruitment and retention devices designed to attract lawyers and keep them from choosing in-house jobs, positions with investment banks, or venture capital firms.” Langevoort (When Lawyers and Law Firms Invest in Their Corporate… Read More
TweetStorm: Start Up Valuations
Posted March 5, 2016 An excellent Twitter thread posted by Marc Andreesen (@pmarca) on start up valuations. For the original thread with comments and such, go here. 1/ A few common fallacies about valuation of public and private technology companies: 2/ First, ask any MBA how to value tech companies, she’ll say “ discounted cash flow, just… Read More
The New Deal
Posted March 5, 2016; ©David Jargiello 2016 All Rights Reserved. The notion that “all investors trading on [stock] exchanges [should have] relatively equal access to material information . . . . should be subject to identical market risks” was not always widely held. Rules restricting public trading by officers and directors of the issuer, by other… Read More
Practical Risk Management: Attorney Files and Records
Posted March 5, 2016; ©David Jargiello 2016 All Rights Reserved. “Filing” (electronic and physical) is the bane of legal practice … mundane, complex, mission critical and source of liability all at once. In no particular order, some of my observations and suggestions follow below: In my view, one of the core “files and records” problems on… Read More
Realpolitik: The Law Firm General Counsel
Posted March 5, 2016; ©David Jargiello 2016 All Rights Reserved. In a recent meeting with a partner from a very large, international law firm, I learned that they had shifted to an “office of general counsel” model for their internal legal function. In other words, they appointed a sort of “uber general counsel” and a number of… Read More
TweetStorm: The Venture Capital Halo
Posted March 5, 2016 A great thread on Twitter among Robin Hanson (@robinhanson), Marc Andreesen (@pmarca), Matt Wensig (@mattwensing) and Naval Ravikant (@naval): @robinhanson: VC is dominated by a few firms. What is the scale economy? Few geniuses? Info of seeing most pitches? Ability to create new fashions? Other? @pmarca: Core dynamic: A few firms have… Read More
‘Trading Places,’ Dodd-Frank and the Eddie Murphy Rule: Sell 30 April at 142!
This piece was initially posted on Tumblr on August 15, 2013; it is reposted here. ©David Jargiello 2012-2016 All Rights Reserved. A terrific scene from a terrific movie … The ‘Trading Places’ Exchange Floor Scene. Personally, I never fully ‘got’ the complex, final trading scene in the 1983 Eddie Murphy/Dan Aykroyd classic Trading Places, and in particular I never… Read More
The SEC’s New Quasi-IPO … Bad Boys Excluded
This piece was initially posted on Tumblr on August 15, 2013; it is reposted here. ©David Jargiello 2012-2016 All Rights Reserved. On July 10, 2013 and with much ado the Securities and Exchange Commission issued two sets of final rules that will greatly alter the startup funding landscape: Release No. 33-9415 (“Eliminating the Prohibition Against General Solicitation and… Read More
The “Bloodhound” Case: Thoughts on Interested Boards, Washouts and Other Stuff
This piece was initially posted on Tumblr on May 15, 2013; it is reposted here. ©David Jargiello 2013-2016 All Rights Reserved. Simply stated, Carsanaro v. Bloodhound Technologies, C.A. 7301-VCL (Mar. 15, 2013) is a 76 page tour-de-force of Delaware corporate law regarding the liability of venture capitalists for highly dilutive (aka “washout”) financings. Although Carsanaro has been reviewed by… Read More
Trouble in ROFRville: Court of Chancery Makes a Finding of Fraud in the Exercise of a Venture Capital Right of First Refusal
This piece was initially posted on Tumblr on March 31, 2013; it is reposted here. ©David Jargiello 2013-2016 All Rights Reserved. Let’s say, hypothetically, that Founder starts Startup. Startup hits some speed bumps. Founder leaves. New management turns the company around. Venture capital investors, equipped with the usual panoply of information rights, board observer rights, and board… Read More
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