Where I've been

Friends, I want to thank you for all the support you've given this blog over the past three or four years.

It's been a good run. Two or three years ago, I started blogging every day, and that was the ticket for making a vibrant community here.

This blog became America's number one securities law blog, and number five IP law blog. We sustained that ranking for many months, perhaps well over a year.

But my writing muse has taken me in different directions this year. You might say, back to my roots, writing in a manner reminiscent of how I spent my 20s, combined with the influence of what I read in my teens and early 20s.

So I'm going to pursue that.

My new direction does not mean I don't appreciate the loyalty and attention you gave my work on this blog over the past few years.

Will I again blog about startup law and public policy issues that impact emerging companies?

I hope so. Not daily; and probably not on this blog.

I'm hoping LinkedIn, or some other platform, will feel like the right way to occasionally opine on issues impacting the emerging company ecosystem.

I remain very involved on public policy matters through my work on the Advisory Council to the Angel Capital Association. And - knock on wood, and thanks be to God - my law practice is currently insanely busy, so I remain deeply involved, on a day-to-day basis, with the practical implications of changes in securities law.

Until I find the new, occasional platform for writing about legal and tech stuff, please remain friendly with me via Twitter. Reminder: I am @wac6.

I love you, loyal readers, and will see you at the Machine House in Georgetown for a pint of bitter.

Where I've been

The world is not totally fucked up: Exhibit A

Here is Exhibit A for the proposition that the world is not, in fact, totally and completely fucked up: sculpture being readied, as we speak, at Jefferson Park in Seattle.

6a01156e3d83cb970c01a73ddbf7fe970d-580wiWhat's more, this public art is to be "skateable."

I exchanged nods with the welder, and chatted with another bystander on how beautiful the work is.

Imagine the satisfaction of being the person, or one of the persons, who put this sculpture together. Like the satisfaction of a poet who writes a verse that may someday unlock the strictures of another person's self-perception.

There is no app for that.

6a01156e3d83cb970c01a73ddbf802970d-580wiSheryl Sandberg on Facebook was in the news today, quoted as saying how happy she is that her boss finally turned 30.

She ought to send him back to get a college education. It's a travesty, how the barons of the Internet are even less imaginative then the robber barons of the 19th century.

But, like I say, you can turn them out.

The analog world is still pretty fucked up, but not totally and completely.

See Exhibit A.

If it ain't broke, don't fix it

Incredibly, there are interest groups in the US who are taking advantage of a provision in Dodd-Frank to try to throttle angel investing.

CaptureFor context, see this excellent press release put out today by the Angel Capital Association.

Here's the money quote:

“'We appreciate the importance of regulation to protect investors from fraud, however regulations need to be focused in areas with a proven need for added oversight.  The angel investment asset class has experienced very little fraud, because angel investors have strong processes for due diligence and investment terms, and ongoing entrepreneurial support,' said Marianne Hudson, ACA’s executive director."

As the SEC revisits the accredited investor definition, there should also be opportunity to bring some non-financial criteria to the definition, hopefully as alternatives to the income and net worth thresholds. But the financial criteria have, in effect, over time, been permitting more and more citizens to qualify as accredited. This is democractic and investor protection has not suffered. Arguably, investor protection has improved because of the expansion of angel investing.

Photo: "Banksy Bullet Proof Angel in Great Eastern Street London," Cyberslayer / Flickr.

David Rose's new book on angel investing

Just got David Rose's new book in the mail, on angel investing.

Definitely looks like it's worth checking out.

Those of us who hang out a fair bit on blogs and online will be familiar with many of David's precepts, from his long, detailed and popular answers on the topic on Quora.

But this book looks like a great way to organize his philosophy on angel investing in one place.

The angel lawyer in me is first drawn - naturally - to a deal form bank at the back, where there is what looks like a term sheet for a light preferred stock offering that combines the NVCA model forms with Ted Wang's Series Seed.

But, bigger picture, the book should be valuable for insights into David's practices as an angel. Chapter titles include "why everyone with six figures to invest should consider angel investing" and"why every angel needs to invest in at least 20 companies."

The first time I encountered how opinionated and direct David could be was when serving on a panel with him at a talk at an accelerator in DUMBO a couple years ago. The topic was crowdfunding, and David was confident that the right structure for non-accredited crowdfunding deals was revenue loans.

And sure enough, there is a revenue loan term sheet in this book! (But I'm swinging back again to being a lawyer.)

David Rose's new book on angel investing

Title III Do-Over

It is an absolutely glorious, summerlike morning in Seattle.

I'm walking to work, listening to a webcast of a hearing of the House Financial Services Committee, which is considering draft legislation to fix things not working with the JOBS Act (both the text of the original legislation, and the implementation of it).

6a01156e3d83cb970c01a3fcfe88cc970b-580wiIt's very gratifying to hear Representative Patrick McHenry openly admit that Title III was a failure from the get-go, and that the fault lies with Congress, not the SEC's prospective implementation. (Title II and the rulemaking surrounding new Form D filing requirements is a different story.)

Gratifying, but not surprising. Rep. McHenry made similar statements at the ACA Summit in Washington DC in March of this year.

State securities administrators are going to be heard on the non-accredited crowdfunding issue. Bill Beatty, the state securities administrator for Washington State, should be speaking at this hearing shortly.

With respect all sides, I think my Individual Crowdfunding Account concept may be part of a holistic, national solution.

When I get to a desktop, I will add links to relevant prior posts on that topic, just below.

Update; links on McHenry Do-Over / Individual Crowdfunding Accounts:

A Simple Act of Congress to Make Things Better for Startups

My friend Joe Wallin had an idea earlier today, which was, “how can Congress pass a single, simple law, to tell federal agencies to back off the rulemaking?”

His idea is borne of the frustration we all feel when Congress passes a reform intended to make life easier for startups, entrepreneurs, and the angel investors and VCs who support them, only to see that new law languish – or, worse yet, backfire – through rulemaking to implement the Congressional reform.

Here’s a simple bill we’ve come up with. With respect, we believe this bill, by itself, might help curtail the problem we’ve seen with rulemaking under the JOBS Act.

“In implementing any Act of Congress through rulemaking, or in construing the meaning of any Act of Congress through ruling or interpretation, the various administrative bureaus and agencies of the United States shall not make it harder or more difficult for entrepreneurs or emerging companies to raise money privately from accredited investors, and may expand, but shall not diminish, the pool of persons who qualify as accredited investors.”

What do you think? If it were to pass, and you were a clever person in a federal agency bent on drafting rules to frustrate this Act of Congress, how would you undermine it? 

Another Car2Go story

I love this service.

A lot of people in Seattle are talking about the politics of ride sharing services.

But Car2Go is more like a self-service. Or the loan of hardware, I guess you could say. Because you find a car, passkey yourself in, and drive yourself to where you want to go.

Latest episode of ad hoc transportation delight: I left my downtown office midmorning yesterday, running for my car to make a meeting with a client in Fremont. When I got to the garage, I found I didn't have my keys on me. I started to trudge back to the office, thinking of the alternatives: be a half hour late; call instead of meet in person.

Then I thought of checking on whether a Car2Go buggy might be near. Checking the app, I found one a block away.

I was only 10 minutes late!

Got home the same way, via Car2Go parked outside the building I'd just visited.

Midweek Report