The JOBS Act, which will make a number of changes to securities laws to make it easier for smaller companies to go public and to raise money privately will be signed into law this Thursday, according to VentureBeat.  Here's the link:   http://venturebeat.com/2012/03/31/jobs-act-law/

Here are links to prior posts on the JOBS Act:

The JOBS Act is Good, But SarbOx Shouldn't Get All the Blame:  
http://www.allenlatta.com/1/post/2012/03/the-jobs-act-is-good-but-sarbox-shouldnt-get-all-the-blame-greg-gretsch-post.html 

Unintended Consequences of the JOBS Act: 
http://www.allenlatta.com/1/post/2012/03/unintended-contradictions-of-the-jobs-act-dan-primack.html 

Fundraising Bill Passes Senate:  
http://www.allenlatta.com/1/post/2012/03/fundraising-bill-passes-senate-enables-crowdfunding-and-eases-ipo-regulations.html 

Bill Gurley, a General Partner at Benchmark Capital, has another insightful post at his website abovethecrowd.com.  "Why Youth Has An Advantage In Innovation & Why You Want To Be A Learn-It-All" discusses the advantages that youth brings to technology and innovation.  It's a worthwhile read.  Here's the link:  
http://abovethecrowd.com/2012/03/26/why-youth-has-an-advantage-in-innovation-why-you-want-to-be-a-learn-it-all/ 

In the wake of the BATS IPO debacle, the NY Times DealBook has developed a short list of other failed initial public offerings that join BATS in the Hall of Shame.  The article is "Others in the I.P.O. Hall of Shame."  Here's the link:   http://dealbook.nytimes.com/2012/03/26/others-in-the-i-p-o-hall-of-shame/

Part of a venture capital firm's value add to entrepreneurs is their network of contacts.  Entrepreneurs want access to the right people at the right companies that could be customers for their products and services.  In "Big Venture Firm Raises the Networking Stakes," Sarah McBride of Reuters explores how Andreessen Horowitz leverages their contacts to help their portfolio companies.  Here's the link:   http://www.reuters.com/article/2012/03/26/net-us-venture-andreessen-idUSBRE82P0T120120326

With the upcoming passage of the Jumpstart Our Business Startups (JOBS) Act, the way companies raise money is about to change.  The long-standing prohibition on general solicitation for financing is about to go away.  What this actually means in the future is that start-ups will now be able to publicly promote their financing.  While there are limits on what companies can say publicly, they can still market to a broad audience.  In "Start-up Pitches Post-JOBS Act: Pump Up the Volume," Paul Sloan, Editor of CNET, explores how companies might market their financings, and includes a great YouTube clip from .  It's a good article and worth a read:  http://news.cnet.com/8301-32973_3-57404184-296/startup-pitches-post-jobs-act-pump-up-the-volume/ 

According to reports, several banks may have manipulated the London InterBank Offered Rate (LIBOR) and reaped millions in profits.  Banks identified as being under scrutiny include Bank of America, Barclays, Citigroup, Credit Suisse, Deutsche Bank, JP Morgan Chase and UBS.  Here are links to a couple of reports:  

Fortune Term Sheet:  
http://finance.fortune.cnn.com/2012/03/23/the-wall-street-multibillion-scandal-no-one-is-talking-about/

Huffington Post:  
http://www.huffingtonpost.com/mark-sunshine/bankings-newest-scandal-a_b_840334.html

Wall Street Journal:  
http://online.wsj.com/article/BT-CO-20120320-707783.html 
 

Dan Primack, Senior Editor of Fortune Magazine, has posted an article on the Term Sheet website discussing the Jumpstart Our Business Startups (JOBS) Act that was passed this week by the US Senate, after previously being passed by the House of Representatives.  The JOBS Act is now back with the House for reconciliation and then will be signed into law by the President.  Dan's article is a response to a post written by Josh Kopelman, a Managing Partner at First Round Capital, supporting the JOBS Act.  Both articles are worth reading as they give two perspectives on the Act.

Here's a link to Dan's post at Term Sheet:  
http://finance.fortune.cnn.com/2012/03/23/unintended-contradictions-of-jobs-act/ 

Here's a link to the post by Josh Kopelman:  
http://redeye.firstround.com/2012/03/unintended-consequences.html 

VentureWire, a Dow Jones news service on the venture capital industry, has an informative article on Google's mergers and acquisitions strategy.  "Google Hones Amped-Up M&A Strategy" takes a look at how Google sources deals, works with venture capital firms, and integrates companies.  The article indicates that Google closed 78 acquisitions in 2011 for a total of $2.32 billion.  That's impressive.  Here's a link to the article:   
https://www.fis.dowjones.com/WebBlogs.aspx?aid=DJFVW00020120322e83maxh01&ProductIDFromApplication=&r=wsjblog&s=djfvw

The US Senate has passed an amended version of the Jumpstart Our Business Startups Act (JOBS Act), which legalizes crowdfunding for start-ups and also loosens regulations for initial public offerings of  smaller "emerging growth companies."  The House previously passed a similar bill, and the two versions will now have to be reconciled and then signed by the President.

The crowdfunding provisions of the Senate bill will enable companies to raise up to $1 million per year from "small-dollar investors" through SEC-approved crowdfunding portals.  "Small-dollar investors" are able to invest a small portion of their annual income in these companies.

The IPO portion of the bill creates a new group of "emerging growth companies," which are companies that have less than $1 billion in annual revenue, and for up to five years exempts these companies from some of the provisions of the Sarbanes-Oxley act.  In addition, the bill relaxes the 500 shareholder rule, which requires companies with over 500 shareholders to make public disclosures, by increasing the number from 500 to 2,000.  The bill also loosens restrictions on equity research reports, and relaxes other requirements for the IPO process.

Here are links to a couple of stories on the bill:
WSJ - All Things D:  
http://allthingsd.com/20120322/senate-passes-crowdfunding-bill-with-added-protections-for-non-accredited-investors/?mod=tech 

NY Times: 
 http://www.nytimes.com/2012/03/23/business/senate-passes-start-ups-bill-with-amendments.html?_r=1&ref=business 

CNNMoney:
http://money.cnn.com/2012/03/22/smallbusiness/ipo-bill/index.htm?iid=HP_LN 

ExactTarget, the email marketing software-as-a-service (SAAS) company, priced its initial public offering last night.  It sold 8.5 million shares at $19.00 per share, raising $161.5 million.  The IPO priced above the range of $15 to $17 per share, indicating strong demand for the offering.  There were no selling shareholders in the offering.  The stock price jumped to $25 per share in early trading, but as of 9:30 am PDT it was trading around $24.30 per share.

J.P. Morgan was the lead left underwriter, and was joined by Deutsche Bank and Stifel Nicolaus Weisel as join-bookrunning managers.  RBC Capital Markets, Pacific Crest Securities, Canaccord Genuity and Raymond James were co-managers.

Venture capital investors in ExactTarget included Insight Venture Partners (22.4% post-IPO ownership),  Greenspring Associates (15.5%), Battery Ventures (15.2%), Scale Venture Partners (6.2%), First Round Capital, OpenView Venture Partners and Technology Crossover Ventures.

ExactTarget's IPO prospectus can be found here:  http://www.sec.gov/Archives/edgar/data/1420850/000119312512126304/d256812d424b1.htm 

Jonathan Marino has a good post on peHUB this morning discussing big data and some of the returns investors have seen form these deals.  The post is "Big Data, Big Exits... Big Future for Startups?" and the link is here:  http://www.pehub.com/142020/big-data-big-exits%E2%80%A6-big-future-for-startups/ 

Digital Sky Technologies, a Russian investment firm that was an early investor in Facebook, is raising a new $1 billion fund, according to Bloomberg and other reports.  The new fund, DST Global III LP, will make non-controlling investments in late stage private internet companies that have a valuation of $500 million or more.  DST made headlines in 2009 with a $200 million investment in Facebook valuing Facebook at $10 billion.  DST is now leveraging that investment by reportedly contributing $50 million of Facebook stock to the new fund.

Here are links to articles on the new DST fund:
Bloomberg:  
http://www.bloomberg.com/news/2012-03-20/facebook-investor-dst-seeks-1-billion-for-new-tech-fund.html

VentureBeat:
http://venturebeat.com/2012/03/21/dst-facebook-stock-1-billion-fund/

Here's a link to the 2990 Facebook press release about DST's investment:  http://newsroom.fb.com/Announcements/Facebook-Receives-Investment-from-Digital-Sky-Technologies-c5.aspx

Innovation Endeavors, the venture capital fund co-founded by Google Chairman Eric Schmidt, was the most active fund investor in Israel in 2011 with 8 initial investments, according to a report released by IVC Research Center.  Pitango, JVP and Sequoia Israel were the next most active funds with 7 initial investments each, and Giza and Bessemer had six investments each.  The full report can be obtained here:  
http://www.ivc-online.com/upload/archive/MAF/Most_active_Funds_2011_PR_ENG-Final.pdf

Facebook is reportedly paying the investment banks involved with its initial public offering a very low fee of 1.1%, according to reports on Bloomberg and The Wall Street Journal.  Assuming a $5 billion IPO (as indicated in their original registration statement), this means the banking syndicate will share $55 million in underwriting fees.  If the IPO reaches $10 billion, then the banking syndicate will share $110 million in underwriting fees, not bad for a few months of work.

Morgan Stanley (lead left), JP Morgan and Goldman Sachs are lead joint book-running managers of Facebook's IPO, and BofA Merrill Lynch, Barclays and Allen & Co are co-joint book-running managers.  Citi, Credit Suisse, Deutsche Bank, RBC Capital Markets and Wells Fargo are co-managers and a number of smaller firms will participate in the syndicate. 

Investment banks typically receive fees of 7 percent in small IPOs, and lesser amounts for very large IPOs.  Zynga paid bankers 3.25% in its billion dollar IPO in December of last year and Groupon paid bankers 6% in its $700 million IPO in November of last year.  Google paid bankers 2.8% in its $1.67 billion IPO in 2004.

Venture capital investors in Facebook include Accel Partners, Andreessen Horowitz, Elevation Partners, Founders Fund, Greylock Partners, Kleiner Perkins Caufield & Byers, Meritech Capital Partners, Millennium Technology Value Partners and Technology Crossover Ventures.  

Links to articles:
Bloomberg:  Facebook Is Said to Plan Paying 1.1 Percent Fee to Banks  
http://www.bloomberg.com/news/2012-03-19/facebook-is-said-to-plan-paying-1-1-percent-fee-to-banks.html

WSJ.com: Facebook IPO: Divvying Up the Underwriting Fees  
http://blogs.wsj.com/deals/2012/03/20/facebook-ipo-divvying-up-the-underwriting-fees/?KEYWORDS=facebook+ipo

Two European companies are leading the way for a renewed interest in European Initial Public Offerings.  DKSH, a Swiss trading company, held its IPO today on the Swiss stock market and had strong trading in the aftermarket.  Ziggo, a Dutch cable company, plans to offer shares this week.  This is good news for the European IPO market, as it has been shut for many months.  Here are links to articles:

DKSH Gains on First Day of Zurich Trades: Financial Times  
http://www.ft.com/cms/s/0/be6892ea-7265-11e1-9c23-00144feab49a.html?ftcamp=published_links/rss/markets_equities/feed//product#axzz1pg0OyERY

DKSH Makes Strong Debut on Swiss Exchange:  WSJ.com  http://online.wsj.com/article/SB10001424052702304636404577292903735878934.html

Ziggo Lifts IPO to 43.5M Shares From 35M:  MarketWatch  
http://www.marketwatch.com/story/ziggo-lifts-ipo-to-435m-shares-from-35m-2012-03-19

Investor Appetite Grows for European I.P.O.'s: NY Times DealBook  
http://dealbook.nytimes.com/2012/03/20/investor-appetite-grows-for-european-i-p-o-s/

Brightcove, an online video platform, held its Initial Public Offering on Feb. 16, pricing its shares at $16.00 per share.  Its shares are now trading at roughly $20.  Brightcove's CEO, Jeremy Allaire, spoke with Jay Yarrow of Business Insider about the IPO process, and what's good and bad about being public.  The article is "Brightcove's CEO: This is What's Great, And Terrible About Doing An IPO," and the story can be found here:  
http://www.businessinsider.com/ipo-advice-from-brightcove-ceo-2012-3

In his article "How Wall Street Deals With Conflicts," on NY Times Dealbook, author Peter J. Henning discusses the conflicts of interest that may exist at full-service investment banking firms, and how other industries deal with conflicts.  Here's the link:  http://dealbook.nytimes.com/2012/03/19/how-wall-street-deals-with-conflicts/

When I was a practicing attorney, we were required by state law to disclose any conflict of interest to all parties involved and to obtain written consents prior to continuing with the representation.  No such requirement exists in investment banking.  Perhaps it's time that investment banking begins to do something similar?

Jules Maltz, a General Partner with Institutional Venture Partners, was recently interviewed by StrategyEye.  In the interview, Mr. Maltz discusses the sectors in which IVP invests, key factors IVP looks for in companies, sectors he likes and a sector he doesn't like, and how Twitter is doing.  Good reading.  Here's the link:  http://digitalmedia.strategyeye.com/article/sMDRTTONcPA/2012/03/15/interview_institutional_venture_partners_jules_maltz_on_inve/

Roger Ehrenberg, a founder and Managing Partner of IA Ventures, has posted his thoughts on portfolio construction at the venture capital fund level.  His post is "Thoughts on VC Portfolio Construction" and it is an interesting and thoughtful piece.  He  discusses his firm's thoughts on constructing a portfolio of early-stage companies, and how their strategy has evolved from a seed-stage focus for their $50 million fund 1, to a more diversified mix of seed, early Series A, and mature Series A in their $105 million fund 2.  

Here's a link to the article:  http://www.iaventures.com/thoughts-on-vc-portfolio-construction

Big data has many applications, and applying big data to marketing is in its early stages.  Ajay Agarwal of Bain Capital Ventures has a post "Marketing is the Next Big Money Sector in Technology" on GigaOM that discusses the application of big data to marketing, and how web businesses will benefit.  Here's the link to the article:  http://gigaom.com/2012/03/17/marketing-is-the-next-big-money-sector-in-technology/

Paul Graham, co-founder of Y Combinator, dubbed the "Boot Camp for Startups" by Wired Magazine, has posted an interesting note on the history of Y Combinator.  I applaud the efforts of Y Combinator and think it is delivering a great service to entrepreneurs.  Here's a link to the story:  http://ycombinator.com/start.html

David Toll of peHUB has posted an article defending dividend recaps.  Dividend recapitalizations are transactions in which a company backed by financial sponsors (typically through a leveraged buyout) borrow money to pay a dividend to its shareholders, which will typically include the financial sponsors and (commonly) management.  The usual knock against dividend recaps is that they burden the company with too much debt and can lead to financial distress, layoffs and bankruptcy.  In his article, Mr. Toll looks at dividend recaps from the perspectives of lenders, financial sponsors, management teams and portfolio companies and argues that dividend recaps are no worse than a typical leveraged buyout.

Here's a link to the article:  http://www.pehub.com/140723/in-defense-of-greedy-parasitic-transactions/

Zynga, the online social gaming company that went public on December 15, 2011, has filed a registration statement with the SEC to allow certain shareholders to sell up to $400 million of Class A common stock.  According to press reports, the reason for this offering is to mitigate the impact of a large block of shares hitting the market when the IPO lock-up expires.  Typically, underwriters of an IPO require company insiders to agree to not sell their shares for a period of 180 days after the IPO, which is known as the "lock-up" period.  The purpose for this is to allow enough time for the newly public stock price to stabilize over time.  At the time of the lock-up expiration, it is common to see the stock price dip in anticipation of a large block of shares hitting the market.

Interestingly, in Zynga's case, the lock-up period is 165 days rather than the typical 180 days.

My take on this is that the filing is to allow certain venture capital investors to sell their shares in a managed process.  Zynga's venture capital investors include Kleiner Perkins Caufield & Byers, Institutional Venture Partners, Foundry Group, Avalon Ventures and Union Square Ventures. 

Here's Zynga's SEC filing for the secondary offering:  http://www.sec.gov/Archives/edgar/data/1439404/000119312512113668/d312579ds1.htm 

Here's Zynga's prospectus for it's IPO in December (information on the 165 day lock-up is found in the underwriting section):  http://www.sec.gov/Archives/edgar/data/1439404/000119312511343682/d198836d424b4.htm 

Here's a link to the SEC's website discussing IPO lock-up agreements:  
http://www.sec.gov/answers/lockup.htm 

Here are some press reports discussing the offering:
Bloomberg:
http://www.bloomberg.com/news/2012-03-14/zynga-plans-400-million-share-sale-in-secondary-offering.html 
CNET:  
http://news.cnet.com/8301-13506_3-57397067-17/zynga-plans-secondary-offering-to-fend-off-stock-price-drop/ 

Here are links to my prior posts on Zynga: 
http://www.allenlatta.com/1/post/2012/1/zynga-closes-above-ipo-price-finally.html 

http://www.allenlatta.com/1/post/2011/12/zyngas-ipo-performance-an-analysis.html 

http://www.allenlatta.com/1/post/2011/12/zyngas-ipo-on-track-for-next-week.html

http://www.allenlatta.com/1/post/2011/12/zynga-files-ipo-range.html 

Vocera Communications, the San Jose-based hospital communications company, has filed an amended S-1 registration statement with the SEC indicating a price range for its initial public offering at  $12 to $14 per share.  At the mid-point of the range, this means Vocera is raising nearly $74.75 million in the offering, with $65 million to the company and the remainder to selling shareholders (gross of discounts, commissions and expenses).

JP Morgan is the left lead manager and is joined by Piper Jaffray as the joint book-running managers.  Baird, William Blair, Wells Fargo and Leering Swann are co-managers.

Venture capital investors in Vocera include Avalon Ventures, GGV Capital, RRE Ventures, Vanguard Ventures and Venrock Associates.