Newly Issued Interim Rules Update Paycheck Protection Program Loan Eligibility Considerations

By Tina Reynolds and Damien Specht

Late Friday evening, the Small Business Administration (SBA) issued an Interim Final Rule on affiliation, which was posted to the U.S. Treasury Department’s Paycheck Protection Program (PPP) loan website. This interim final rule (SBA Interim Final Rule 2) supplements an earlier SBA Interim Final Rule (SBA-2020-0015), which specifically did not address affiliation. The new PPP affiliation rules in SBA Interim Final Rule 2 clarify which SBA affiliation rules apply to the PPP.

Don’t Miss an Episode of Our New Video Series, Cracking the CCPA Code

By MoFo ScaleUp Team

The California Consumer Privacy Act of 2018 is arguably the most expansive piece of privacy legislation in U.S. history. It imposes a number of obligations on covered businesses, including a duty to disclose the categories of personal information (PI) they collect, sell, or share about California consumers, and gives those consumers a right to opt out of the sale of their PI, a right to the deletion of their PI, and the right to receive... Read more »

AI Patent Policy

By Amanda Elisabeth Casale, Anna Yuan and Karen Potter

On August 26, 2019, Laura Peter, the Deputy Under Secretary of Commerce for Intellectual Property and Deputy Director of the USPTO, posted an update on the USPTO’s efforts to promote and protect AI-technology innovations and entrepreneurship (Read the update).

Challenges of a Mobile Workforce

By Nicole Johnson and William H. Gorrod

Gone are the days that employees work from only one location from 9:00 a.m. to 5:00 p.m. With employees traveling throughout the U.S., and in many instances, having some employees telecommuting, a company must be diligent.

First ICO Qualified by the SEC Under Regulation A+

By MoFo ScaleUp Team

On July 10, 2019, Blockstack Token LLC, a wholly-owned subsidiary of Blockstack PBC, a Delaware public benefit corporation, became the first company to have its Regulation A+ token offering  qualified by the U.S. Securities and Exchange Commission. Click here to read more about the key takeaways.


New Development: CFIUS’s Jurisdiction Has Expanded to Cover Non-Controlling Investments in Certain Industries

By Panagiotis C. Bayz and Amy S. Josselyn

On August 13, 2018, the Foreign Investment Risk Review Modernization Act of 2018 (or FIRRMA for short) was signed into law, ushering in an unprecedented expansion in the jurisdiction of the Committee on Foreign Investment in the United States (or more commonly known as CFIUS). Please click here to learn more about the expansion and how it impacts investments.


Where Disruption Meets Regulation

By MoFo ScaleUp Team

In this article, originally appearing on, MoFo attorneys Jake Robson, Gordon Milner and Nick Davis provide guidelines for FinTech companies or companies collaborating with FinTech businesses to manage rapidly evolving regulations in the ASEAN countries.

Are Employee Non-Solicitation Clauses Still Legal In California?

By Lloyd W. Aubry, Jr.

The Fourth District Court of Appeals in San Diego on November 1, 2018, issued AMN Healthcare Inc. v. Aya Healthcare Services Inc., in which it called into question the continuing viability in California of employee non-solicitation clauses found in many employment contracts and proprietary information, invention assignment, and confidentiality agreements.

Why Board Resolutions Mustn’t Be Forgotten

By John Rafferty

In this article, which originally appeared on corporatesecretary​.​com, Morrison & Foerster corporate attorneys discuss (1) the implications to a company of failing to obtain and document board approval of certain actions, (2) the areas where board approval is most likely to be neglected, and (3) best practices for board resolutions and approvals.

Negotiating a Series A Term Sheet

By Jim Krenn

Navigating your first preferred stock term sheet can be daunting considering the numerous provisions associated with negotiating with institutional investors. Finalizing a term sheet quickly and effectively involves understanding a few steps and lessons to streamline the process like understanding which terms are most important and why, determining market ranges for the terms, concentrating efforts on improving the terms and not assuming a non-binding term does not matter.


Director Duties and Augmenting the Corporate Brain

By Jim Ryan

Artificial intelligence and machine learning (for ease of readability, this article uses “AI” to refer to the broad category of machine learning and artificial intelligence) are poised to impact all aspects of society and business. However, the effects that those same technologies may have on the decision-making process and operations of corporate boards of directors have not yet come under the mainstream spotlight. AI is poised to have equally impactful effects on boards’ decision making processes and operations.


Introducing the Public Benefit LLC

By Jesse Finfrock

Four years after Delaware first enacted its Public Benefit Corporation (PBC) statute, the state has taken another step forward in advancing legal entity forms for social enterprises. Learn more about the newest Delaware legal entity: the Public Benefit Limited Liability Company, or PBLLC.


Seeking a U.S. Exit? Get on the Right Track!

By Simon Arlington, Murray Indick, Graeme Sloan and Greg Joynson

With tech M&A activity continuing to increase, more UK-based startups are exploring the possibility of a US exit. This chart details the differences sellers may encounter when seeking a US exit.


Delaware Considers New Statutory Public Benefit Limited Liability Company

By Suz Mac Cormac, Alfredo Silva and Jesse Finfrock

In April 2018, the Delaware State Bar Association’s Corporate Law Section approved an amendment to the Delaware Limited Liability Company Act that allows for the formation of public benefit limited liability companies (PBLLCs). The proposed new PBLLC statute – Subchapter XII of Chapter 18, Title 6 of the Delaware Code (PDF) – closely tracks the Delaware public benefit corporation (PBC) statute, so its material features will be familiar to most social entrepreneurs and impact investors.


A Startup Lawyer’s Guide to the 6 Top Things a Founder Should do Before Raising Venture Capital

By John Rafferty

What steps should startups take before raising venture capital financing? Morrison & Foerster Emerging Companies + Venture Capital partner John Rafferty outlines the top six things founders should do before raising venture capital in his recent article for the Silicon Valley Business Journal. Read the full Silicon Valley Business Journal article.

How to Ensure Your Food and Beverage Company Will Be Ready for a Value-Maximizing Sale

By MoFo ScaleUp Team

You’ve created a great product and built a valued brand. You’ve devoted countless hours to building relationships with key distributors and retailers, designing attractive packaging, and forging a social media presence. But are you doing everything to ensure that your business is set up for sale? Have you taken the steps to address the potential pitfalls—those issues that will reduce the value of your company in a sale or even scare away potential buyers? If... Read more »

Cryptocurrency Compensation: A Primer on Token-Based Awards

By Alfredo Silva and Ali Nardali

On March 19, 2018, Morrison & Foerster LLP attorneys Alfredo B. D. Silva, Ali U. Nardali and Aria Kashefi published a thought piece in Bloomberg Law on legal issues related to use of blockchain tokens as service provider compensation. In the past year, tokens have nudged their way into mainstream consciousness with the proliferation of “initial coin offerings,” or “ICOs,” and the blockbuster rises – and drops – in the prices of cryptocurrencies. An emerging... Read more »