Startups and International Technology Business

North America, Europe and Asia Pacific

Archive for September, 2013

M&A Review: Nokia Microsoft Deal & Smartphone Patents – Summary & Differences with Google Motorola Deal

Posted by techcorpgroup on September 28, 2013

Original article source: http://wp.me/p2PCVq-NM

Nokia Microsoft Deal & Smartphone Patents – Summary & Differences with Google Motorola Deal

Image representing Nokia as depicted in CrunchBase

Brief facts and analysis:

Amount paid by Microsoft to Nokia: $ 7.2 Billion / Є 5.44 Billion

Acquisition includes:

  • Nokia’s Devices & Services business
  • Mobile Phones and Smart Devices business units
  • Industry-leading design team
  • Operations: Nokia Devices & Services Production Facilities
  • Devices & Services-related sales and marketing activities
  • Related support functions

For detailed infographic, click here.

Timing of the move: quite sensible considering BlackBerry‘s uncertain future, implies Microsoft’s long term commitment towards Smartphones

Patent-related Aspects: Nokia has only licensed, not sold its patent portfolio

Image representing Microsoft as depicted in Cr...

Contrasting Differences with Google – Motorola Deal

  • Google acquired Motorola mainly for its patent portfolio
  • Google overpaid for Motorola’s 
  • At present, only one enforceable patent injunction against Apple in Germany
  • No injunction against Microsoft

Microsoft to pay Є 1.65 billion to license Nokia’s patents:

  • Boost for Nokia’s Patent Monetization Strategy
  • Microsoft to grant reciprocal rights to Nokia for using Microsoft patents in its location and mapping software
  • Nokia to grant an option to extend this mutual patent agreement in continuity to Microsoft
  • Nokia’s existing long-term patent licensing agreement with Qualcomm and other licensing agreements also licensed to Microsoft
  • Nokia is also licensing existing arrangements with IBM, Motorola Mobility and Motorola Solutions to Microsoft
  • Design Patents, which are generally not licensed to third parties, have been acquired by Microsoft, 8500 in total

Regulatory Issues: Deal is subject Antitrust Approval, and termination fee of USD 750 million will be paid by Microsoft to Nokia in case transaction fails, which in case of Google – Motorola deal was USD 2.5 billion, which was astronomically high probably concerned over antitrust approval

Microsoft has acquired Lumia & Asha brands

Microsoft to use Nokia brand on smartphones for 10 years

Nokia’s patent portfolio – one of the strongest in tech sectors

Overall, Nokia’s patent portfolio covers 30,000 utility patents + applications

Conclusion: Microsoft will have most cost effective patent arrangements for smart devices

Nokia’s future: they possess the largest and strongest intellectual property portfolio in the industry, with ~10,000 carefully selected patent families

Nokia has already established a successful patent and technology licensing operation, which will be expand to continue to drive revenue and profit for Nokia through the new Advanced Technologies business, as conveyed by Nokia’s Chairmain Risto Siilasmaa.

Nokia will also select a new CEO since current Chief Executive Stephen Elop will follow the mobile business to Microsoft.

English: Stephen Elop meets the bloggers in 20...

Impact of Nokia – Microsoft Deal on BlackBerry:

  • One obvious buyer of BlackBerry’s mobile division does not exist anymore.
  • Microsoft will not buy it BlackBerry – Google has quite different strategy from Apple – Samsung will be not interested at all.
  • Present categories of OS – divided among Google, Apple and Microsoft, BlackBerry’s OS is entirely different.
  • Impossible for any company to acquire BlackBerry as it will require abandonment of existing OS.

If you need business advisory services, you can refer to our Business Accelerator (TechCorpCapital), our law firm (TechCorpLegal) and our tech business consultancy (Tech Corp International Consultants, Singapore).

For technology specific advisory, you can refer to our premium service offerings for Mobile Applications, Social Media & Cyber Laws (CyberCorpLegal) and Pharmaceuticals, Biotechnology, Food & Healthcare (BioCorpLegal). 

To know more about us, get connected with us on LinkedIn or mail us at info [at] techcorplegal [dot] com

Join the discussion now:

LinkedIn Group: Dev Academy | LinkedIn

Facebook Group: Facebook

Google Plus: Dev Academy – Google+

Follow us on Twitter: Dev Academy (TheDevAcademy) on Twitter

Follow Dev Academy on Facebook: https://www.facebook.com/TheDevA…

Infographic:

Microsoft_Nokia_Google_Apple

Enhanced by Zemanta

Posted in Uncategorized | Leave a Comment »

US Startups Law Update: SEC (Securities & Exchange Commission) Lifts Ban on General Solicitation

Posted by techcorpgroup on September 28, 2013

Article source: http://wp.me/p2PCVq-M7

 

US Startups Law Update: SEC (Securities & Exchange Commission) Lifts Ban on General Solicitation

In a major legal development in US for startups, the SEC lifted the ban on general solicitation for startups on July 10, 2013. However, the startups will not be able to raise money publicly at present as the new regulations will become effective afterwards, probably in September.

In addition, the SEC is presently working on new regulations that may include certain prohibitive restrictions for tech startups to raise money publicly.

Using Dormant Capital to Launch Businesses

Once these new regulations become effective, tech startups can use a wide variety of means to announce their fundraising intentions, which could very will help them launching businesses and not ditching the idea due to lack of funds.

In addition to conventional angel investors, funds could also be raised from a network of connected investors. This will definitely lead to utilization of a phenomenal amount of dormant capital amongst hundreds of thousands of potential investors.

General Solicitation

One of the advantages of General Solicitation is that it allows startups to publicly announce that they’re raising money, across multiple platforms, such as Social Media (LinkedIn, Twitter, Facebook), Websites, Blogs, TV advertisements, etc.

Once these proposed regulations become in force, the startups will be able to publicly announce that they’re raising money. However, money can only be received from accredited investors.

With regards to non-accredited investors, the new provisions are silent, which however was part of the intention of the JOBS Act (first signed into law in April 2012).

Accredited Investors

Under the Securities Act of 1933, a company that offers or sells its securities must register the securities with the SEC or find an exemption from the registration requirements. The Act provides companies with a number of exemptions. For some of the exemptions, such as rules 505 and 506 of Regulation D, a company may sell its securities to what are known as “accredited investors.”

The federal securities laws define the term accredited investor in Rule 501 of Regulation D as:

  1. a bank, insurance company, registered investment company, business development company, or small business investment company;

  2. an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;

  3. a charitable organization, corporation, or partnership with assets exceeding $5 million;

  4. a director, executive officer, or general partner of the company selling the securities;

  5. a business in which all the equity owners are accredited investors;

  6. a natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase, excluding the value of the primary residence of such person;

  7. a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year; or

  8. a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.

Further information regarding the SEC’s registration requirements and common exemptions may be found in the brochure, Q&A: Small Business & the SEC.

Raising money from accredited investors will require startups to be cautious and carefully scrutinize that their investors are accredited.

Additional Requirements

Regarding additional requirements for startups that will raise funds by general solicitation once these new regulations become effective, there are chances that these new regulations will be prohibitive in nature, exact details of which may become available soon. For example, such restrictions may require the startups to notify the SEC in advance prior to begin the process of general solicitation.

It shall also be noted that these new regulations will also be applicable to foreign companies that intend to raise money in the U.S., as they will be subject to the same requirements as a U.S. company.

Conclusion

Once these new provisions come into effect, even though with prohibitive restrictions, these will definitely prove to be a boon for startups, as they can look forward to sign deals beyond a limited group of traditional angel investors. 

To know more about us, get connected with us on LinkedIn or mail us at info [at] techcorplegal [dot] com

Visit our Tech Patents Blog homepage: http://www.techpatentstrategy.com

International Business & Management Company in Singapore: Starting a Business in Singapore: http://www.techcorpgroup.com/

Contributors: Prity Khastgir and Rahul Dev 

Enhanced by Zemanta

Posted in Uncategorized | Leave a Comment »

 
%d bloggers like this: