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Fenwick Offers Insight Into Issues Impacting Private Issuers

October 09, 2017

Fenwick partners Sam Angus, Kristine Di Bacco and Will Skinner talked to Nasdaq Private Market about significant topics related to private issuers, including primary capital raising, equity compensation and secondary liquidity.

Corporate partner Angus, who advises startup and venture-backed companies in seed, VC and debt financings, M&A, IP licensing, joint ventures and general corporate matters, discussed the various stages of private company primary investing and factors to consider at the seed investment stage. He covered the late stage of primary company investing and the corporate investment stage of private company primary investing, among other topics (including ICOs).

Corporate partner Di Bacco, who represents emerging technology companies primarily in the consumer internet, e-commerce, FinTech, digital health, consumer hardware and software sectors, provided an overview of Rule 701, an exemption that allows private companies to issue equity to their employees. She also reviewed the SEC’s recent guidance on Rule 701’s disclosure requirements and outlined the disclosure requirements a private company must satisfy when relying on Rule 701 to issue stock to employees.

Tax partner Skinner, who practices in the areas of corporate and international taxation, discussed tax considerations and the types of companies that qualify under the Qualified Small Business Stock (QSBS) rules. He also discussed the applicability of the QSBS in the context of secondary transactions and M&A events and provided an overview of qualified small business stock and associated tax considerations.

Angus, Di Bacco and Skinner’s insight and analysis can be found on the Nasdaq Private Market Resource Center.​​​​