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

Dewey Defeats Truman

This piece was initially posted on Tumblr on April 1, 2012; it is reposted here. ©David Jargiello 2012-2016 All Rights Reserved. So read the (in)famous banner headline of the Chicago Tribune on November 3, 1948.  “Truman,” of course, is Democrat Harry Truman, successfully reelected for a second term in office.  Nearly forgotten today is the “Dewey” of newspaper… Read More