IP/Tech Buzz
Attorneys
Michael Schley has been with the firm for 19 years and has practiced in the Securities law/corporate finance area for over 26 years with a practice ranging widely as capital markets and clients’ needs have evolved and changed. His clients include issuers, underwriters and placement agents in both equity and debt financing transactions. His clients’ fundraising needs and activities have varied widely by stage of development, by size, and by industry, and their financing transactions have included initial and secondary public offerings, private placements, and venture capital investments. Besides financing transactions, he represents clients (both publicly-held and private) in merger and acquisition transactions and assists clients in connection with increasingly complex SEC, Nasdaq and exchange matters. These include public-company reporting and proxy matters, Sarbanes-Oxley issues, corporate governance matters, and advising special board of directors committees. In addition to corporate finance matters, he also advises and represents companies and entrepreneurs regarding organization, governance, equity compensation plans and general business matters. He assists clients in connection with SEC and SRO investigations and disciplinary proceedings and counsels holders of equity awards in connection with divorce proceedings allocations. Michael is the chair of our Securities Practice Group and served on the Minnesota State Bar Association Task Force related to Minnesota’s adoption of the Uniform Securities Act. He chaired the Small Corporate Offering Registration (SCOR) committee, co-chaired the “finders” exemption group, and was on the working group related to exempt transactions. Michael has been the leading Minnesota advocate of the SCOR registration program as a tool for entrepreneurs to raise equity for early stage businesses. In connection with Minnesota’s “Angel Tax Credit,” Michael was responsible for broadening issuer eligibility to include early stage companies. Michael authored the Minnesota Department of Employment and Economic Development's book which describes and explains both the Angel Tax Credit and SCOR. Michael received his Bachelor’s degree from St. John’s University in 1976, majoring in accounting. Michael practiced as a CPA in the Twin Cities before returning to law school. He received his doctor of law degree from the University of Chicago in 1980. Michael spent three years with the Chicago Office of the Securities and Exchange Commission, engaged in enforcement activities, and has been in the private practice of law in Minneapolis since 1983. Michael is a frequent lecturer and author for bar committees, businesses and others. He has served on, and chaired, various legal, accounting, church and school committees and task forces. Bar Admissions Illinois, 1981 Minnesota, 1980 U.S. District Court, Northern District of Illinois, 1981 U.S. District Court, District of Minnesota, 1984 U.S. Tax Court Professional Associations & Memberships American Bar Association, 1980 -Present American Institute of Certified Public Accountants, 1979 - Present Minnesota Society of Certified Public Accountants, 1979 - Present Minnesota State Bar Association, 1980 - Present Hennepin County Bar Association, 1980 - present Education University of Chicago Law School, Chicago, IL, 1980 J.D. St John's University, Collegeville, MN, 1976 B.A.
Service Areas
Corporate |
"Crowdfunding"
The term "crowdfunding" refers to obtaining financing through relatively small "contributions" or "investments" from a wide range of people who identify the opportunity on the Internet. There are numerous web sites that make crowdfunding opportunities available to the public. To read Michael's full article, see attached document.
Asking Investors for Money? Beware the Securities Law!
Michael W. Schley discusses the rules and regulations associated with the laws governing sales of securities in the April issue of New Business Minnesota.
Schley Sourced by TECHdotMN
Securities attorney Michael Schley was quoted in a Minnesota high tech news resource, TECHdotMN, regarding the filing timing during the start up fundraising cycle of Minneapolis-based company Zipnosis.
Schley Pens Article on Angel Tax Credit
Michael Schley discusses the newly adopted Angel Tax Credit in the June issue of Minnesota Business' Experts' Forum.
The “Angel Investor Tax Credit” Is Law
Governor Pawlenty signed into law the “Small Business Investment Tax Credit” (the “Angel Credit”). Investors in qualifying small businesses are eligible for a tax credit equal to 25 percent of their investment subject, of course, to various limitations.
Angel Investment Tax Credit Bill
Michael Schley opines in the Star Tribune Editorial Section about how the newly adopted Angel Invester Tax Credit bill will help Minnesota start-ups.
The “Angel Investor Tax Credit”
Several bills have been introduced into the Minnesota legislature which would provide investors an “Angel Investor Tax Credit” based upon their investment in certain types of Minnesota small businesses engaged in high technology or green manufacturing. The bills also permit indirect investment by taxpayers through a “Certified Angel Investment Network Fund.”
Eight Rules for Small Business Selling Securities
Michael Schley and Mark Geier discuss eight rules for small business selling securities in the May 2009 issue of the Arrowhead Manufacturers & Fabricators Association Magazine.
Treatment of Equity-Based Awards in Divorce
Michael Schley discusses the equity-based awards in a divorce.
Understanding Small Corporate Offering Registration (SCOR)
SCOR, the “Small Corporate Offering Registration,” is a form of a securities registration which uses a 50-question form, the “Form U-7,” which doubles as a prospectus. This article provides an understanding of the details involved in a SCOR offering.
How To Be An Acquiree
BigCo.com wants to acquire your company and you have tentatively agreed on a valuation but have not yet agreed on a payment structure. This article identifies some of the questions you should ask and some of the issues on which you should focus in structuring BigCo.com's offer.
Minnesota's Angel Tax Credit
Michael W. Schley in collaboration with the Minnesota Department of Employment and Economic Development published a booklet on Minnesota's Angel Tax Credit. The Angel Tax Credit, which first became available in 2010, helps Minnesota businesses raise funding by giving their investors a refundable tax credit equal to 25% of their equity investment.
To view the entire booklet, click here.
Small Business Resource Expo
Michael W. Schley was an exhibitor at New Business Minnesota's "Small Business Resource Expo." The expo presented information about services and products most needed by new businesses. Michael spoke with guests about the Angel Tax Credit and "Crowdfuding" to educate them about some of the legalities associated with funding a new business as well as securities law.
Schley Presents HCBA CLE on Angel Tax Credit
Michael Schley will be presenting a Continuing Legal Education webcast for the Hennepin County Bar Association on Minnesota's Angel Tax Credit. The discussion will address how the new tax credit may help businesses, as well as any potential risks involved.
Schley Presents on Angel Tax Credit at Olsen Thielen/EBITDA Partners Seminar
Michael Schley is scheduled to present at an Olsen Thielen/EBITDA Partners Seminar on Minnesota's newly adopted Angel Tax Credit and how it can help to stimulate equity investment in early-stage companies, primarily in high-tech fields.
Jobs Bill Breakfast Seminar
Bill Griffith, Michael Schley and Julie Perrus discussed how the Jobs Bill signed into law on April 1, 2010, can stimulate business for companies or communities.
Major Changes to Minnesota's Securities Laws
Michael Schley presented "Major Changes to Minnesota's Securities Laws," a continuing legal education seminar sponsored by the Hennepin County Bar Association.
Venturing Fundamentals: The Keys to Successful Financing and Growth
Michael Schley will be presenting at the Collaborative event "Venturing Fundamentals: The Keys to Successful Financing and Growth" Thursday, August 3, 2006.
Securities Group hosts Seminar for Business Lawyers
Larkin Hoffman's Securities group will host a seminar focused on the federal and state securities laws relevant to small and growing businesses.
