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	<title>AllThingsD &#187; Sarbanes-Oxley</title>
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		<title>How Will the JOBS Act Affect Tech IPOs?</title>
		<link>http://allthingsd.com/20120405/how-will-the-jobs-act-affect-tech-ipos/</link>
		<comments>http://allthingsd.com/20120405/how-will-the-jobs-act-affect-tech-ipos/#comments</comments>
		<pubDate>Thu, 05 Apr 2012 17:39:41 +0000</pubDate>
		<dc:creator>Liz Gannes</dc:creator>
				<category><![CDATA[General]]></category>
		<category><![CDATA[News]]></category>
		<category><![CDATA[Aruba Networks]]></category>
		<category><![CDATA[Benchmark Capital]]></category>
		<category><![CDATA[Bill Gurley]]></category>
		<category><![CDATA[Dominic Orr]]></category>
		<category><![CDATA[Doug Leone]]></category>
		<category><![CDATA[Goldman Sachs]]></category>
		<category><![CDATA[JOBS Act]]></category>
		<category><![CDATA[Latham & Watkins]]></category>
		<category><![CDATA[Perkins Coie]]></category>
		<category><![CDATA[Sarbanes-Oxley]]></category>
		<category><![CDATA[Sequoia Capital]]></category>
		<category><![CDATA[Wealthfront]]></category>

		<guid isPermaLink="false">http://allthingsd.com/?p=193563</guid>
		<description><![CDATA[The JOBS Act makes it easier for some companies to stay private, reduces regulatory burdens associated with U.S. IPOs, and may move away from secondary markets for private companies.]]></description>
			<content:encoded><![CDATA[<p><img class="alignright size-full wp-image-193615" title="JOB3" src="http://allthingsd.com/files/2012/04/JOB3.jpg" alt="" width="380" height="285" />President Obama will today sign the JOBS Act, which eases securities regulations in a whole bunch of ways for small businesses, including allowing organizing &#8220;crowdfunding&#8221; from unaccredited investors. There are a few significant ways this will impact how tech companies go public.</p>
<p>The bill makes it easier for some elite companies to stay private, but it also makes it easier for companies to go public by reducing regulatory burdens associated with U.S. IPOs. I spent some time this week asking venture capitalists, secondary market organizers and CEOs how they think it will affect their business.</p>
<p>First of all, the bill says companies with less than $1 billion in revenue &#8212; called &#8220;emerging growth companies&#8221; &#8212; don&#8217;t have to make Sarbanes-Oxley audited financial reports for up to five years, don&#8217;t have to make Dodd-Frank compensation disclosures, can meet with investors before filing to test the waters, and have other rules relaxed.</p>
<p>Here are some relatively readable summaries of the Jobs Act from law firms <a href="http://www.perkinscoie.com/news/pubs_detail.aspx?op=updates&amp;publication=3663">Perkins Coie </a>and <a href="http://www.lw.com/upload/pubContent/_pdf/pub4711_1.pdf">Latham Watkins</a>, and investment bank <a href="http://dl.dropbox.com/u/6016378/Jobs%20Act%20Overview-external%203-27-2010%20[Read-Only].pdf">Goldman Sachs</a>.</p>
<p>There are a slew of rule changes, but the consensus from everyone I talked to is that the JOBS Act is more a reducer of friction than a significant change to the incentives around going public.</p>
<p>The JOBS Act is &#8220;more of a perception gain,&#8221; said Benchmark Capital partner Bill Gurley, speaking on a panel on IPOs organized by Wealthfront at the Rosewood Sand Hill last night. &#8220;It&#8217;s marginal, it&#8217;s not a revolution.&#8221;</p>
<p>Still, the IPO costs today are pretty major, and anything that reduces them could be good for would-be public companies. If it costs $3 million to $5 million today for a company with $80 million in revenue and 10 percent operating margins to go public, &#8220;that&#8217;s half of your profit right there,&#8221; Gurley said.</p>
<p>Multiple speakers at the event griped about the cost of Sarbanes-Oxley as well as the industry of consultants and advisers that has arisen around it. They praised the JOBS Act&#8217;s move to give young companies more time to comply so they can push back on the &#8220;bullshit overhead&#8221; surrounding compliance, as Aruba Networks CEO Dominic Orr put it bluntly.</p>
<p>Some companies anticipate a more dramatic and material effect. Speaking from Washington, D.C., where he&#8217;d flown in for the JOBS Act signing, Rally Software CEO Tim Miller told me, &#8220;If [the JOBS Act] had passed a year ago we&#8217;d probably be a public company today. Right now, it&#8217;s so expensive to go public as a small-to-midcap company that it would have taken all our potential profits and then some &#8212; and sharing that information publicly would have been a competitive threat to our business.&#8221;</p>
<p>On the other hand, another part of the JOBS Act makes it easier for some private companies to stay private. It raises the shareholder limit before companies are required to make public disclosures to 2,000 from 500. And that 2,000 doesn&#8217;t include employees.</p>
<p>The consensus I heard is that the infamous 500-shareholder limit has gotten a lot of publicity for the way it affected Google and Facebook, but the reality is that it doesn&#8217;t impact very many companies.</p>
<p>Still, raising the limit could, for example, take pressure off Twitter.</p>
<p>A byproduct of the 500-shareholder limit has been the use of restricted stock units, rather than regular stock options, by companies like Facebook, Zynga and Twitter so they can keep hiring without passing the mark. RSUs have become common enough that the SEC <a href="http://www.mondaq.com/unitedstates/x/165436/Capital+Markets/SEC+Staff+Issues+Global+NoAction+Relief+From+Exchange+Act+Registration+For+Restricted+Stock+Units">released general guidelines</a> for them earlier this year.</p>
<p>RSUs are non-transferable and have no strike price &#8212; they&#8217;re activated only when a company is sold or goes public. So it&#8217;s possible that, post-JOBS Act, companies will go back to providing a more traditional equity upside with stock options.</p>
<p>But some VCs pointed out that the other benefit of RSUs is that they help companies avoid reporting &#8220;409A valuations,&#8221; which are the tax code&#8217;s requirement for a publicly disclosed fair market valuation associated with stock option grants. Private companies like to avoid telling people how much they&#8217;re worth.</p>
<p>The coincidence of the JOBS Act and the impending Facebook IPO seems to be prompting the industry to consider the state of secondary markets for private company stock &#8212; and perhaps turning away from them.</p>
<p>One of the secondary trading leaders, SecondMarket, last week <a href="http://allthingsd.com/20120330/secondmarket-lays-off-10-percent-in-light-of-facebook-ipo/">laid off 10 percent of its staff</a>, while referencing the Facebook IPO.</p>
<p>SecondMarket SVP Jeff Thomas told me this week he thought the major impact of the JOBS Act will be a movement away from RSUs as companies revisit their compensation incentives for employees. Of course, that would be in his interest &#8212; because RSUs are non-transferable, they can&#8217;t be traded on secondary markets.</p>
<p>Even if going public gets a little bit easier, public markets still come with the problems of &#8220;casino investors and quarterly reporting demands&#8221; that companies would rather avoid, Thomas argued.</p>
<p>But Gurley and other VCs were dismissive of organized secondary markets. They prefer that their private companies figure out more controlled ways to manage late-stage liquidity for early investors and employees.</p>
<p>Sequoia Capital tells its portfolio companies to include a &#8220;right of first refusal&#8221; in all their stock options so they can buy them back instead of allowing outside transactions, said long-time partner Doug Leone at the Wealthfront event last night. &#8220;Within Sequoia companies, that door is getting shut,&#8221; he said.</p>
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		<title>Ridiculously Transparent</title>
		<link>http://allthingsd.com/20110901/ridiculously-transparent/</link>
		<comments>http://allthingsd.com/20110901/ridiculously-transparent/#comments</comments>
		<pubDate>Thu, 01 Sep 2011 20:38:06 +0000</pubDate>
		<dc:creator>Scott Weiss</dc:creator>
				<category><![CDATA[News]]></category>
		<category><![CDATA[Voices]]></category>
		<category><![CDATA[Andreessen Horowitz]]></category>
		<category><![CDATA[communication]]></category>
		<category><![CDATA[customer service]]></category>
		<category><![CDATA[earnings]]></category>
		<category><![CDATA[IPO]]></category>
		<category><![CDATA[IronPort]]></category>
		<category><![CDATA[S-1]]></category>
		<category><![CDATA[Sarbanes-Oxley]]></category>
		<category><![CDATA[Scott Weiss]]></category>
		<category><![CDATA[transparency]]></category>

		<guid isPermaLink="false">http://allthingsd.com/?p=116270</guid>
		<description><![CDATA[I had a real struggle preparing to be a public company CEO. And it had little to do with having scalable internal systems or making the quarterly numbers: I just couldn’t keep secrets from my employees.]]></description>
			<content:encoded><![CDATA[<p>I had a real struggle preparing to be a public company CEO. And it had little to do with having scalable internal systems or making the quarterly numbers: I just couldn’t keep secrets from my employees.</p>
<p>As CEO of IronPort, I wanted to be completely transparent with my entire team but my board of seasoned industry veterans was sharply opposed. They raised several serious issues: do you want to leak critical weaknesses to your competitors? Do you want to panic your employees? Do you want to completely reconstruct your culture when you go public? It was just a bad idea. However, the more that I thought about it, the more I believed that sharing absolutely everything would create massive advantages and that we should live with whatever consequences resulted.</p>
<p>So, after board meetings, we would assemble the company and go through every board slide.  How much cash in the bank? What’s our burn rate? What are the biggest problems we are facing? Did we decide to build, buy or acquire a critical component? The first couple of go-rounds, there was dead silence. No questions &#8212; just heads nodding and a couple of blank stares. After some probing, we realized that people needed to feel comfortable speaking up, that it didn’t just come naturally. We brainstormed a bunch of different ways to get over this hurdle and here were some experiments that ultimately worked:</p>
<ul>
<li>We amped up the frequency of communication to all employees. Different members of the leadership team would send out weekly emails to all about customer trips, conferences attended, schedules slips and customer issues. These were written very off-the-cuff, informal and in the voice of the different leaders. I suppose we’d be all be tweeting or blogging these days.</li>
<li>When an employee would reply to an email with a comment or question, we treated it like it came from a customer who deserved an immediate, detailed and thoughtful response. </li>
<li>After the weekly staff meetings, we’d send out a summary of the decisions and issues to all of the directors/managers who would then share it with their teams. </li>
<li>We emphasized “speaking up” as a core value at every opportunity. Our employee orientation, performance reviews and leadership training all emphasized everyone having an obligation to dissent.</li>
<li>We would leave 30 minutes for questions after every all-hands meeting and then press, often uncomfortably, for no fewer than five questions from the group. </li>
</ul>
<p>Over time, the benefits of transparency coupled with an emerging cultural norm of speaking up became more apparent:</p>
<p>I thought we would surface creative answers faster. When everyone had a clear understanding of the hard problems, their collective brains were on the table for parallel processing. The best information rarely sat with the senior executives but with the employees who were closest to the product and closest to the customers. And the best answers would often come from the most unlikely of places. For example, some of our most innovative features came from customer support reps identifying customers trying to use the product in ways it wasn’t intended. </p>
<p>Initially, it worked better than we expected. IronPort experienced zero voluntary turnover for the first three years. Because we let everyone’s head under the tent, we implicitly trusted them and it worked both ways. For instance, it wasn’t a shocker when we stopped hiring as we were raising money. Everyone knew exactly what was going on: we were running low on cash and had no idea how long the process would last.</p>
<p>Lastly, nobody was confused about what was important and people would point out any inconsistencies and solve them in the background. I remember standing up at a company meeting talking about how excited I was that IronPort anti-spam was working and we’d finally be able to drop our partner Brightmail. After the meeting, the accounts receivable clerk knocked on my door and said, “I thought you should know that two customers are withholding payment because IronPort anti-spam isn’t performing.” Oh crap. But much better to know about it and fix it than go on believing there wasn’t a problem.</p>
<p>As we were preparing to file our S-1, we hired a CFO with public company experience who insisted that we start “practicing” as a public company. Hmm &#8212; I knew that our level of transparency would have to change but what did that mean exactly? “You can’t tell everyone how we did this quarter at midnight quarter-end” and “You can’t go through all the board slides like that &#8212; too much sensitive information.” So, we started editing, putting shrouds on issues because we were afraid that the information would leak. I remember our first all-hands during the “practice” time. I felt muzzled and cautious, trying to strike a balance between our wonderful transparent culture and an intricate set of Sarbanes-Oxley rules. As it turned out, the practice was critical in working out the kinks. Here are a few things we did:</p>
<ul>
<li>Our CFO and I listened to dozens of public company earnings calls to get a sense for the dynamic and what information was typically shared. The best duos had the CFO as the play-by-play man and the CEO as the color commentator. </li>
<li>We then staged mock earnings calls with the employees as the analysts asking the questions. This proved to be a very useful format for reining in my over-sharing and was instructive to the employees as they saw us struggle with what we could and couldn’t reveal.</li>
<li>We prepared a mock earnings press release a few weeks after the quarter closed. This helped us practice keeping the numbers quiet, which was difficult because everyone wanted to know how we did at quarter-end.</li>
</ul>
<p>Although we eventually opted for an acquisition by Cisco versus an IPO, I came to believe that our type of total transparency was a competitive weapon that applied primarily to private companies. In the end, my board members were right &#8212; we did have to limit what we shared with employees on the way to going public. That said, I believe it was much healthier to set the default to full disclosure while we were private. When you prepare for an IPO, it’s definitely a high-class problem to have to work backwards with concrete reasons to withhold information from the employees. And when that time comes, they totally understand. </p>
<p><em>Scott Weiss is a general partner at Andreessen Horowitz. He most recently was vice president and general manager of the security technology group for Cisco Systems. He also co-founded and was CEO of IronPort Systems, which was acquired by Cisco Systems for $830 million.</em></p>
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		<title>Google CFO to Spend More Time With Friends, Family, Obscene IPO Wealth</title>
		<link>http://allthingsd.com/20070829/reyes-retires/</link>
		<comments>http://allthingsd.com/20070829/reyes-retires/#comments</comments>
		<pubDate>Wed, 29 Aug 2007 07:01:02 +0000</pubDate>
		<dc:creator>John Paczkowski</dc:creator>
				<category><![CDATA[News]]></category>
		<category><![CDATA[Cindy McCaffrey]]></category>
		<category><![CDATA[Eric Schmidt]]></category>
		<category><![CDATA[George Reyes]]></category>
		<category><![CDATA[Google]]></category>
		<category><![CDATA[IPO]]></category>
		<category><![CDATA[John Paczkowski]]></category>
		<category><![CDATA[Sarbanes-Oxley]]></category>

		<guid isPermaLink="false">http://digitaldaily.allthingsd.com/20070829/reyes-retires/</guid>
		<description><![CDATA[George Reyes, the man who stewarded Google through its unorthodox IPO, is taking some time off to enjoy a bit of the wealth that the offering created. Late yesterday afternoon, Google said Reyes plans to retire as chief financial officer as soon as the company finds his replacement. &#8220;I&#8217;ve known and admired George since our [...]]]></description>
			<content:encoded><![CDATA[<p>George Reyes, the man who stewarded Google through its unorthodox IPO, is taking some time off to enjoy a bit of the wealth that the offering created. Late yesterday afternoon, <a href="http://online.wsj.com/article/SB118833146676511285.html?apl=y"> Google said Reyes plans to retire as chief financial officer</a> as soon as the company finds his replacement. &#8220;I&#8217;ve known and admired George since our days together at Sun,&#8221; <a href="http://www.google.com/intl/en/press/pressrel/20070828_reyes.html">Google CEO Eric Schmidt said in a statement</a>. &#8220;As Google&#8217;s CFO, George successfully navigated our innovative IPO, the regulatory demands of Sarbanes-Oxley and the management challenges of scaling a global finance organization. Though we fully appreciate his decision to step back from active management, we&#8217;ll miss his thoughtfulness, good humor and wisdom.&#8221;</p>
<p>Wow. Reyes&#8217;s Sarbanes-Oxley jokes must have been <em>a laugh riot.</em> Anyway &#8230;</p>
<p><img src='http://digitaldaily.allthingsd.com/files/2007/08/cindygeorgewayne.jpg' width=300 height=230 class='centered' style="border: 1px solid #000;" alt='cindygeorgewayne.jpg' /></p>
<p>High-level executive departures like Reyes&#8217;s are something of a rarity at Google. Reyes (pictured in the photo illustration above, right), who came to Google in 2002, is only the <strike>second</strike> third key executive to leave the company since <a href="http://www.siliconbeat.com/entries/2004/12/19/mccaffrey_leaving_google.html">Cindy McCaffrey (hot tub, above left)</a>, Google’s vice president of corporate marketing, and <a href="p://news.com.com/Lead+Google+engineer+heads+for+the+stars/2100-1030_3-5718374.html">Wayne Rosing (hot tub, above center)</a>, its VP of engineering, retired. And though Reyes didn&#8217;t say why he decided to step down, his reasons for doing so are clear to anyone who pays attention to the company&#8217;s share price. At closing bell yesterday, <a href="http://finance.google.com/finance?q=goog">GOOG</a> was trading north of $500. And as of last December, Reyes&#8211;who&#8217;s sold off $259.5 million of Google stock since August 2004&#8211;was still holding 51,750 exercisable options.</p>
<p>Strike price? Five dollars apiece.</p>
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