Mr. Jones lectures and publishes frequently on a host of legal and business topics of relevance to businesses large and small across a wide spectrum of industries and technologies including M&A, Technology/IP, Securities and Corporate Law topics such as:
Seed and Early Stage Capital Raising: Traps for the Unwary, Johns Hopkins University (2013)
Cybersecurity M&A Preparedness: How To Position Deals To Get Done, UMBC Cybersecurity Incubator (2012)
M&A Trends: Tech & Government Contracting (Deal Dynamics, Valuation, Drivers and Markets in an Era of Uncertainty), Whiteford Seminar (2012)
Angel and Early Stage Funding Considerations, UMBC Incubator Community (2012)
IP Legal Issues Workshop, Johns Hopkins University Entrepreneur’s Bootcamp (2012)
Commercialization, Funding and Exits, Johns Hopkins University Entrepreneur’s Bootcamp (2012)
JOBS Act: Impact on Issuers and their Advisors, Whiteford Seminar (2012)
Angel and Early Stage Funding Considerations, Whiteford Seminar (2011)
Horizontal Merger Guidelines, Whiteford Seminar (2011)
Stock Option Plans: Traps for the Unwary, Whiteford Seminar (2010)
IP & Social Media 2010: New Tools and New Rules, Whiteford Seminar
Understanding IP Legal Risks, Entrepreneur Expo (2010)
Hart-Scott-Rodino Antitrust Improvement Act: A Practitioner’s Guide, Whiteford Seminar (2009)
2009 M&A Outlook, Baltimore Business Journal Business Forum (2009)
Anatomy of an Exit: IPOS and M&A, UMBC Research Park (2008)
Equity Investing Update, UMBC Entrepreneurship Program (2007)
Protecting Your Company’s Intellectual Properties, Baltimore Business Journal Business Forum (2007)
Mergers & Acquisitions vs. Initial Public Offerings; Preferred Exit Strategies, Vikasa Indo-United States Business Forum (2006)
How to Write a VC Friendly Business Plan, Silver Spring Innovation Center (2005)
Equity Based Compensation: A Practical Guide to the Alternatives, Whiteford Seminar (2006)
Anatomy of a VC Term Sheet, Silver Spring Innovation Center (2005)
Choice of Entity and Other Start-Up Considerations, Emerging Technology Center (2007)
IP Due Diligence: A Proactive Primer, Emerging Technology Center (2006)
Emerging E-commerce Laws, Whiteford Seminar (2003)
Forming and Organizing a Business: The Alternatives, Pros, Cons & Costs, Johns Hopkins Tech Transfer Office (2002)
An IP Primer for Lenders, Small Business Administration Seminar (2002)
Legal Responsibilities of NonProfit Board Members, Whiteford Seminar (2002)
Internet Issues in the Workplace, Whiteford Annual Employment Law Update (2001)
IP Issues in the Workplace, Lorman Seminar on Covenants Not to Compete (2001)
Emerging Privacy Laws, Whiteford Seminar (2001)
Initial Public Offerings, Emerging Technology Center (1999)
IP Licensing Skills Workshop, Whiteford Seminar (1999)
Internet Issues in the Workplace, Whiteford Annual Employment Law Update (1999)
Perils of the Electronic Workplace, Whiteford Annual Employment Law Update (1999)
Strategies for Protection of U.S. IP; Webpage Do's & Don'ts; Fundamentals of Trademark Law, Whiteford Technology and IP Legal Issues Workshop (1998)
International E-Commerce: Order Out of Chaos, IP Licensing Skills Workshop, Whiteford Technology and IP Legal Issues Workshop (1999)
Facing E-Commerce Head On; IP Issues in the Workplace; IP Licensing Skills Workshop, Whiteford Technology and IP Legal Issues Workshop (1999)
IP Law Primer for Non-Techies, Whiteford Technology and IP Legal Issues Workshop (1998)
What’s in a Name: World Wide Web Domain Names and Trademark Rights (1995)
ARTICLES
November 25, 2024
Representation & Warranty Insurance (“RWI”) is specialty insurance coverage purchased for M&A deals which provides third-party insurance coverage for certain breaches of the Seller’s representations and warranties in the definitive purchase agreement. Historically, RWI was used only for M&A deals involving purchase prices of $100 million or more.
October 14, 2024
On October 10, 2024, the Federal Trade Commission (“FTC”), with the concurrence of the Antitrust Division of the U.S. Department of Justice (“DOJ”), adopted final rules overhauling the premerger notification form and filing instructions under the Hart-Scott-Rodino Improvements Act of 1976 (“HSR Act”). Following a robust public comment process, the long-awaited overhaul represents the first major re-write of the HSR filing form and instructions in the 48-year history of the HSR Act. While the final rules dropped some of the provisions from the FTC’s 2023 initial proposal that were widely viewed by non-regulators as onerous if not draconian, the new rules will require merging parties to collect, analyze and submit significant additional new and more detailed information than ever required to be reported in an HSR filing. Although the stated purpose of the changes is to reform the efficiency and effectiveness of the agencies’ merger reviews generally, the additional time, expense and other burdens on filing parties will be substantial and will need to be carefully considered as part of overall deal planning. The new rules take effect for HSR Act forms first filed on or after a date in mid-January 2025 (90 days after their official publication in the Federal Register which is imminent).
October 11, 2024
Indemnification is a key component in virtually every M&A deal, serving as a detailed and nuanced contractual risk allocation device between the Buyer and Seller. Though drafted in a two-way fashion, indemnity operates in the real world to provide the Buyer with post-Closing protection against losses arising from breaches of Seller’s representations, warranties and covenants set forth in the purchase agreement, as well as responsibility for certain other liabilities that the Buyer may otherwise inherit post-Closing.
September 18, 2024
Net Working Capital (“NWC”) targets and purchase price adjustments are a nearly universal reality in private M&A deals, though often a neglected and misunderstood topic. To greatly simplify, the NWC target is the minimum amount of net working capital which the Buyer requires the acquired company to have at Closing so that the Buyer can operate the business without disruption and the immediate need to add significant cash or take on additional debt. A commonly used metaphor is the “gas in the tank” which any car buyer expects from the dealer when buying a car and before driving off the lot. But should it be a half-tank or a full-tank? And exactly how big is that tank?
August 26, 2024
An equity roll is an agreement between a Buyer and a Seller in an M&A deal where the Seller (typically a founder or senior management team member) agrees to reinvest or “roll over” all or a portion of their ownership stake in the target company in lieu of receiving cash at Closing. Equity rolls are a key component in most sell-side M&A deals with PE buyers, involving a complex interplay of financial, strategic and personal factors that can significantly impact the Seller's decision. Sellers often desire to roll at least a portion of their equity in order to get a second (sweeter) “bite of the apple” and defer taxes. Buyers often insist that Sellers roll in order to “align interests” and ensure that Sellers have “skin in the game,” as well as to reduce cash outlays at Closing.
February 7, 2024
The Federal Trade Commission, the agency which administers the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”), has announced a number of rule changes to the HSR Act, including annual adjustments to its jurisdictional, filing fee and other dollar-denominated thresholds.
October 6, 2023
In two more “signs of the times,” the Federal Trade Commission (“FTC”) and the Antitrust Division of the Department of Justice (“DOJ”), the two federal agencies principally responsible for U.S. antitrust enforcement, recently took separate action reflecting the Biden Administration’s stated commitment to increased and rigorous antitrust law enforcement.
January 26, 2023
The Federal Trade Commission, the agency which administers the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”), has announced a number of changes to the HSR Act, including adjustments to its jurisdictional, filing fee and other dollar-denominated thresholds.
January 28, 2022
On January 21, 2022, the Federal Trade Commission, the agency charged with administering the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”), announced adjustments to the filing and other dollar-denominated thresholds contained in the HSR Act.
March 18, 2021
Effective March 14, 2021, the Maryland General Assembly overrode Governor Larry Hogan’s veto and enacted a digital products tax as part of the “21
st Century Economy Fairness Act” (the “Act”). See
House Bill 932 (2020 Legislative Session). Simply stated, the Act extends Maryland’s existing 6% sales and use taxes to digital goods.
February 4, 2021
On February 4, 2021 the Federal Trade Commission and the Antitrust Division of the Department of Justice, the agencies charged with administering the Hart-Scott-Rodino Antitrust Improvements Act (“HSR Act”), announced, effective immediately, the suspension of the practice of granting early termination for HSR Act filings.
February 2, 2021
On February 1, 2021 the Federal Trade Commission, the agency charged with administering the Hart-Scott-Rodino Antitrust Improvements Act or 1976 (“HSR Act”), announced adjustments to the filing and other dollar-denominated thresholds contained in the HSR Act.
March 23, 2020
To date, the governors of a growing number of states have issued orders implementing a variety of state-wide “shutdown” measures intended to slow the spread of COVID-19. Such orders vary from state to state and range from limiting certain gatherings and activity (including the closure of select businesses) to a full “shelter in place” order.
January 29, 2020
On January 28, 2020 the Federal Trade Commission, the agency charged with administering the Hart-Scott-Rodino Antitrust Improvements Act or 1976 (“HSR Act”), announced increases to the filing and other dollar-denominated thresholds contained in the HSR Act.
March 4, 2019
On February 15, 2019 the Federal Trade Commission, the agency charged with administering the Hart-Scott-Rodino Antitrust Improvements Act or 1976 (“HSR Act”), announced increases to the filing and other dollar-denominated thresholds contained in the HSR Act.
March 5, 2018
Effective February 28, 2018, the minimum notification threshold under the HSR Act has increased from $80.8 million to $84.8 million. Thus, an acquisition will potentially trigger an HSR Act filing only if, as a result of the acquisition, the acquirer will hold assets, voting securities or non-corporate interests of the acquired person valued in excess of $84.8 million.
February 3, 2017
The Federal Trade Commission has revised the filing and other dollar-denominated thresholds contained in the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”). These adjustments are required to be made annually based on changes in the U.S. gross national product for the fiscal year ending September 30. The revisions were published in the Federal Register on January 26, 2017 and take effect on February 27, 2017. The new thresholds will remain in effect until the next annual adjustment, expected in early 2018.
June 8, 2016
On May 11, 2016, President Obama signed into law the Defend Trade Secrets Act (DTSA) creating a cause of action under federal law for trade secret misappropriation which previously had been governed by state common law and each state’s adoption of the Uniform Trade Secrets Act. The law took effect immediately upon signing.
February 22, 2016
The Federal Trade Commission has revised the filing and other dollar-denominated thresholds contained in the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”). These adjustments are made annually based on changes in the U.S. gross national product for the fiscal year ending September 30, 2015. The revisions were published in the Federal Register on January 26, 2016 and take effect on February 25, 2016. The new thresholds will remain in effect until the next annual adjustment, expected in early 2017.
February 18, 2015
The Federal Trade Commission has revised the filing and other dollar-denominated thresholds contained in the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”). These adjustments are made annually based on changes in the U.S. gross national product for the fiscal year ending September 30, 2014.
January 31, 2014
The Federal Trade Commission has revised the filing and other dollar-denominated thresholds contained in the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”). These adjustments are made annually based on changes in the U.S. gross national product for the fiscal year ending September 30, 2013. The revisions were published in the Federal Register on January 23, 2014 and take effect on February 24, 2014. The new thresholds will remain in effect until the next annual adjustment, expected in early 2015.
February 5, 2013
Issuers offering securities in private placement transactions are required to file a Form D with the Securities and Exchange Commission (the “SEC”) and also often are required to file Form D and other materials with state securities regulators in order to secure a private offering exemption. Traditionally, Form D filings have been paper-based. However, pursuant to new rules adopted by the SEC in February 2008, issuers of securities will be required to file Form D in a new electronic format beginning March 16, 2009.[1]
January 14, 2013
The Federal Trade Commission has revised the filing and other dollar-denominated thresholds contained in the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”). These adjustments are made annually based on changes in the U.S. gross national product for the fiscal year ending September 30. The revisions were published in the Federal Register on January 11, 2013 and take effect on February 11, 2013. The new thresholds will remain in effect until the next annual adjustment, expected in early 2014.
November 14, 2012
December 3, 2012 is the effective date for new FINRA Rule 5123 (Private Placements of Securities). After that date, FINRA members that sell certain securities in private placement transactions under either Section 4(a)(2) of the Securities Act or Rule 506 of Regulation D to individual, non-institutional investors who do not meet limited exemption criteria will be required to file any private placement memorandum, term sheet or "other offering document" used by the firm, or file a notice stating no offering document was used.
January 30, 2012
The Federal Trade Commission has increased the dollar thresholds for premerger filings required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Effective February 27, 2012, only transactions valued above $68.2 million will require HSR filings, representing an increase from the 2011 filing threshold of $66 million. Various other dollar thresholds for transactions covered by the Act have been increased as well. These adjustments are made annually based on changes in the U.S. gross national product for the prior fiscal year. As detailed in the Alert attached and linked above, the revisions take effect on February 27, 2012 and will apply to all covered transactions that close on or after that date.
January 3, 2012
The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”)1 changed the investor net worth standard that applies to natural persons (individually or jointly with their spouse) to exclude the value of the primary residence for purposes of determining whether the persons qualify as an “accredited investor” on the basis of having a net worth in excess of $1.0 million. This change to the net worth standard became effective on July 21, 2010. Dodd-Frank also required the SEC to revise its rules under the Securities Act of 1933 (the “Securities Act”) to conform to the new standard.2 The SEC has now amended its rules to conform them to Dodd-Frank and to clarify the treatment of debt secured by a person’s primary residence for purposes of the net worth calculation.3 The amended net worth standard will be effective February 27, 2012 and as discussed in greater detail below issuers will likely need to revise investor questionnaires for any Regulation D offers or sales on and after that date (including sales to existing investors).
January 27, 2011
The Federal Trade Commission has increased the dollar thresholds for premerger filings required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Effective February 24, 2011, only transactions valued above $66 million will require HSR filings, representing an increase from the previous 2009 filing threshold of $63.4 million. The various other dollar thresholds for larger transactions have been increased as well. These adjustments are made annually based on changes in the U.S. gross national product for the prior fiscal year. As detailed in the Alert attached, the revisions take effect on February 24, 2011 and will apply to all covered transactions that close on or after that date.
August 2, 2010
In response to the significant financial difficulties experienced over the past three years, on July 21, 2010 President Obama signed into law sweeping financial services reform legislation entitled the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Act").1 Running over 2,000 pages, the Act is designed to effect a broad range of reforms to the U.S. financial regulatory system. Although many provisions of the Act are not scheduled to take effect until one year after enactment or until regulatory bodies first adopt rules and regulations to implement the Act's requirements, one provision of the Act is effective immediately: a provision that excludes the value of a natural person's primary residence when determining if he or she meets the $1 million net worth test in order to qualify as an "accredited investor" under Regulation D, the securities law provision governing private placements. As a practical consequence, subscription documents and investment representations and procedures for ongoing and future private offerings should be revised immediately.
January 29, 2010
The Federal Trade Commission has reduced the dollar thresholds for premerger filings required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Effective February 20, 2010 only transactions valued above $63.4 million will require HSR filings, representing a reduction from the previous 2009 threshold of $65.2 million. The various other dollar thresholds for larger transactions have been reduced as well. These adjustments are made annually based on changes in the U.S.
August 5, 2009
On November 7, 2008, the Securities and Exchange Commission's Division of Corporation Finance issued Staff Legal Bulletin No. 14D providing information regarding Rule 14a-8 of the Securities Exchange Act of 1934. The bulletin is the fourth of a series of bulletins[1] addressing various aspects of Rule 14a-8, and provides guidance on substantive proposals, as well as on procedural matters relating to the processing and submission of no-action letter requests.
January 21, 2009
The attached Alert has been prepared for general informational purposes only and is not intended as legal advice. Antitrust counsel should be consulted both prior to consummating any transaction, to ensure that the appropriate HSR Act filing thresholds have been considered, and prior to filing any HSR Notification Form, to ensure that all technical and other aspects of the HSR Act are satisfied.
February 6, 2008
This Alert has been prepared for general informational purposes only and is not intended as legal advice. Antitrust counsel should be consulted both prior to consummating any transaction, to ensure that the appropriate HSR Act filing thresholds have been considered, and prior to filing any HSR Notification Form, to ensure that all technical and other aspects of the HSR Act are satisfied.
February 26, 2007
The attached alert has been prepared for general informational purposes only and is not intended as specific legal advice and no legal or business decision should be based solely on its content.
February 9, 2007
The attached alert has been prepared for general informational purposes only and is not intended as specific legal advice and no legal or business decision should be based solely on its content.
January 26, 2007
The attached alert has been prepared for general informational purposes only and is not intended for legal advice. Antitrust counsel should be consulted both prior to consummating any transaction to insure that the appropriate HSR Act filing thresholds have been considered and prior to filing any HSR Notification Form to insure that all technical and other aspects of the HSR Act are satisfied.
September 1, 2006
After much fanfare, last month the SEC released its final rules on executive and director compensation disclosure (the "Rules"). The Rules require unprecedented and extensive disclosures about compensation policies and practices that will require significant analysis and attention by public company senior executives and directors. The Rules generally are effective for Forms 10-K and proxy statements filed for fiscal years ending on or after December 15, 2006, and thus will apply to disclosures of 2006 compensation in calendar year companies' 2007 proxy statements.
July 31, 2006
Effective June 23, 2006, the Federal Trade Commission has amended the premerger notification rules of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR Act"). [1] The amended Rules now allow for electronic filing of the Notification and Report Form for Certain Mergers and Acquisitions (the "Form") required under the HSR Act.
February 10, 2006
The FTC has recently issued several important changes relating to the reporting requirements of the Hart-Scott-Rodino Antitrust Improvements Act (the "HSR Act") which I thought might be of interest to you. These changes are detailed in the attached HSR Act Alert.
February 10, 2006
The FTC has recently issued several important changes relating to the reporting requirements of the Hart-Scott-Rodino Antitrust Improvements Act (the “HSR Act”) which I thought might be of interest to you. These changes are detailed in this HSR Act Alert.
August 24, 2004
On August 23, 2004, the new and expanded Form 8-K reporting adopted by the SEC in March 2004 became effective. The new Form 8-K requirements were enacted in response to the mandate in the Sarbanes-Oxley Act of 2002 for a "real time" disclosure system. The new requirements are a significant step in that direction.
July 14, 2003
On October 1, 2002, Maryland joined a growing number of states that have enacted laws to limit unsolicited e-mail or so-called “spam.” This new law (Md. Commercial Law Code Ann. § 14-3001 - 14-300) applies to any unsolicited e-mail sent from Maryland or to an e-mail address located in Maryland. A brief summary of the law follows.
June 17, 2003
On May 7, 2003, the Securities and Exchange Commission ("SEC") issued final rules to mandate electronic filing and website posting of beneficial ownership reports under Section 16(a) of the Securities and Exchange Act required to be filed by officers, directors and 10% beneficial owners of registered public companies. The final rules complete the SEC's implementation of the requirements of Section 403 of the Sarbanes-Oxley Act. SEC Release No. 33-3230 is available at http://www.sec.gov/rules/final/33-8230.htm.
January 30, 2003
On August 27, 2002, the Securities and Exchange Commission (“SEC”) published rules implementing provisions of the Sarbanes-Oxley Act (the “Sarbanes-Oxley Act”) regarding Chief Executive Officer and Chief Financial Officer certification of disclosure in company’s quarterly and annual reports filed or submitted under Section 13(a) or 15(d) of the Securities and Exchange Act of 1934 (“Exchange Act”). The SEC’s press release can be found at http://www.sec.gov/news/press/2002-128.htm.
January 30, 2003
October 24, 2002
The Securities and Exchange Commission (“SEC”) published for comment proposed new rules implementing Section 303(a) of the Sarbanes-Oxley Act (SEC Release No. 34-46685, available at http://www.sec.gov/rules/proposed/34-46685.htm).The proposed new rules are briefly summarized below.
January 30, 2003
On October 22, 2002, for the second time in less than one week, the Securities and Exchange Commission (“SEC”) published for comment proposed new rules implementing the Sarbanes-Oxley Act of 2002 (the “Act”) . These latest proposed new rules implement Sections 404, 406 and 407 of the Act. The SEC also is proposing revisions to its recently adopted rules requiring a company’s principal executive and financial officers to certify both the company’s quarterly and annual reports and evaluations of disclosure procedures and controls (SEC Release No. 33-8138; 34-46701, available at http://www.sec.gov/rules/proposed/33-8138.htm.) The proposed new and revised rules are briefly summarized below.
