I have invested a significant amount of time, sweat and love as a founding member and we have made significant progress in the development of HUB Boulder. But it will not become a reality without the support of our local community.  We need YOUR help – and need it NOW.  Here’s how you can help:

• Join – Become a member.  The base level membership is only $249, and it is valid until a year after our opening (i.e. almost 18 months).  Immediate benefits will include discounted event tickets and member only gatherings (including a demolition party to kick off construction of our new space!).

• Share – Tell your friends – and tell them about our website.

• Attend – HUB Boulder will be joining with the Unreasonable Institute on May 2^nd from 5:30 to 7:30 p.m. to co-host Unreasonable Drinks at Bacaro. Unreasonable Drinks. Click the link to join this monthly gathering of Unreasonables as we celebrate the beginning of HUB Boulder.

While there’s certainly no lack of community in Boulder, there’s no one place where we as change-makers can collide, gather, and work together.  It’s time we had this central space in addition to all our coffeeshops and MeetUps. Let’s make this happen!

Last week, I reread these words from the ceremony I participated in in August 2009 to formally commit myself to life a service in the tradition of Thich Nhat Hanh.

In the same week, we also attempted to post a job description entitled “Kick Ass Corporate Associate” with top law schools in the U.S.  I say “attempted to post” because most of the law schools refused to enter the description into their systems with this title.  (My favorite part of this was that the question of whether such a posting befitted Yale Law School made it all the way to the law school dean’s office.  Imagine, the dean of one of the best law schools in the country considering the title of a job posting.)

What do awakening and liberation have to do with the title of a job description?

At the end of 2008, partly as a result of my study to formally join Thich Nhat Hanh’s community, I came to the conclusion that my life needed to be more integrated.  No longer could I have one set of values and one persona for work and another set of values and another persona for life outside of work.  This meant two things:  one, my work had to express my deep desire to serve; and two, my work had to afford me the freedom to walk in the world exactly as I am.  I was no longer willing to wear a “uniform” to work (figuratively, of course, living in Boulder, I’ve worn flip flops and jeans to work for years).

After a period of reflection, I decided that I could best fulfill my commitment to my own liberation and the liberation of others through my work as a corporate lawyer.  I realized, however, that I would need to change my business in two important ways.  First, I would need to work with clients that shared my values around the power of business as a force for good.  Second, I would need to allow myself to authentically express myself in the business world.   For me, that means, among other things, to conduct my professional life with an open heart and with joy.

The decision to post the “kick ass” title flowed from that joy.   As Steve, our “Chief Get Shit Done Officer,” prepared to post the job description, he pointed out that the title “Corporate and Securities Associate” was incongruent with the body of the document.  In the body, we had made an effort to express our culture as a firm.  Making, for example, the first job requirement “an open heart and mind” and identifying part of the compensation as “fun and personal fulfillment.” But the title of was so, well, plain vanilla – so boring.

Jochem, Steve and I tossed around some different titles, and the only one that clicked for all of us was the “Kick Ass Corporate Associate.”  It made us all smile.  As the recently appointed Chief Happiness Officer, I knew then that it was the right one – even though a voice in the back of my head worried about whether prospective candidates would take us seriously.

Ah, the seriousness of it all.  I remember in law school orientation we were told that, like the medical professional, we would be taught a language that was unique to our profession.  The law was not for everywoman – it was something that could only be understood by those who undertook the rigorous course of study on which we were about to embark.  And, like doctors, we learned a bedside manner and way of being in the world.  Serious was a big part of it (as was plain vanilla – I remember our moot court professor instructing us to dress and groom ourselves so that we would not stand out in the courtroom).

It is true that as business lawyers, we often deal with very serious stuff.  The wrong advice on a transaction, for example, could result in hundreds of thousands even millions of dollars in adverse tax consequences.  And everyone in our organization is committed – sometimes to the detriment of sleep and sanity – to ensuring that we are delivering excellence in everything we do.  But we are equally committed to not taking ourselves too seriously, and we would all like to be more everywoman than a Supreme Court justice.

I received the most profound compliment a couple of years ago from Teju Ravilochan, my friend and soon to be CEO of our client, Unreasonable Institute.  He thanked me for being both “driven and human.”  I’ll admit that at times it seems a difficult balance – and to some even a paradox – to be a humanitarian business lawyer, but perhaps no more so than operating as a “sustainable business” or a “social enterprise.”  And, at least for me, there’s no other choice.

So, the Wisdom 2.0 conference intrigued me as the speakers included not only some of the most prominent spiritual teachers in the U.S., but also some of the most recognizable names in technology.  I must admit, I started the conference with some skepticism about the idea of Silicon Valley spirituality, but I left inspired and with some interesting questions to ponder.   The conference also offered important reminders about how to be a happy and effective leader.

Here are the key reminders, questions and action items that came out of the conference for me:

The reminders:

• There is nothing more important than NOW – this very present moment.  The past is gone, the future only a possibility and most of my thoughts distract me from the truth rather than serve it.

• HOW I work is more important than WHAT I accomplish at work.  I seek to measure so many aspects of my professional life, but what is the use of any of it if I am not happy in my day-to-day life?  Is stressed out and sleep deprived the change I want to see in the world?

• Mind and heart are inseparable.   In many Asian languages, the word (character) for heart and mind are the same (so I’ve been told).  If I close my heart, my mind will not function as well and vice versa.  I need to make sure I engage consistently both in my work life.  The CTO of Cisco talked about how as the leader of 20,000 plus engineers she must make many hard decisions, and that she tries to make all of them – even the most cutting – with the heart of service.

The questions:

• Would I advise Larry and Sergey to incorporate Google as a California benefit or flexible purpose corporation?  Google co-hosted the conference and the Google executives I talked to clearly viewed their personal professional goals – and the company’s mission – as principally “social.”  They expressed the view that Google makes decisions not based on profits, but on what best advances the mission of making vital information accessible and free.   Sounds like the kind of company that many would say should incorporate under one of the new statutes, but my hunch is that I would advise against it.  Just in case they ask, I will come up with a well reasoned response and share in a subsequent blog.

• The question above relates to a larger one of whether labels like “social enterprise” and “impact investing” are more likely to unite the global business community around a shared set of positive values or create barriers to communication and collaboration.  In my usual crowds, the terms social enterprise and impact investing elicit either nodding heads or blank stares.  In a conversation at the conference, the term “impact investing” triggered a strong – almost visceral – negative response from a high profile VC investor.  He gently punched me in the chest to demonstrate what he viewed as the aggressiveness of the word impact (here’s “impact” he declared), and he became animated enough that a small crowd soon assembled.   It became clear that the crowd also viewed the term with suspicion.   Hmmm.

• I ask myself this question a lot, but I found myself asking it from a more grounded place over the last couple of days:  how effectively am I using my time in service of my deepest values and aspirations?  This arose partly from a discussion of managing e-mail, and the fact that the most recent content of e-mail often determines how we spend our time on a day-to-day basis.

The action items:

• Become part of a leadership community.  The day before the conference I felt burned out, depleted – approaching cynical.  Within five minutes after the conference started, I felt refreshed and re-inspired.  The support I felt from like minded peers made the difference.  I realize I need that support on a regular basis if I want to make this journey of heartful leadership a long one.

• Put happiness on the agenda.  In our weekly team meeting, we discuss current client projects, review our performance against the prior week’s goals and set new goals for the upcoming week.  Starting next week, we will also review our happiness level for the prior week, and identify that which caused noteworthy increases or decreases in our work happiness.

• Read Congressman Tim Ryan’s book “A Mindful Nation.”  Tim Ryan is a congressman from Ohio whose district includes the poorest city in the U.S. (according to him).  He is also an outspoken proponent of how mindfulness practices can improve everything from education to health care to veterans assistance (about one military personnel a day commits suicide).  It was tremendously encouraging to hear a young charismatic political leader from the Midwest talking about ideas that I feared were only popular in the coffee shops of Boulder and Berkeley.

• Let go, do less and invite others on my team to take more responsibility.   Starting now (going for a run ).

In general, private offerings to accredited investors are exempt from registration requirements under U.S. securities laws.  To take advantage of this exemption, however, the issuer must not engage in a “general solicitation.”  The ban on general solicitation is construed broadly, and in certain instances, even bare “tombstone” ads can result in violations.  In a 1983 SEC No-Action Letter to Alma Securities Corporation, Special Counsel to the SEC stated, “[W]here a sponsor or issuer conducts an ongoing program of private or limited offerings, tombstone announcements for the completion of each individual offering could be used to solicit investors to the program as a whole.”  If a tombstone advertisement, simply stating the name of the issuer, the amount raised, and other bare facts may violate the ban on general solicitation, a press release would fare no better.

Fortunately for our client, there is a narrow exception to this general rule that applies to foreign private issuers.  The SEC has established a safe harbor, Rule 135e, which allows foreign private issuers to provide both foreign and U.S. journalists with access to press conferences held outside the U.S., and to written press-related materials released outside the U.S., so long as four conditions are met:

(1)   The offering is not being conducted solely in the U.S.;

(2)   Access is provided to both U.S. and foreign journalists;

(3)   Any written materials include certain statements that such materials are not an offer of securities for sale in the U.S., that securities may not be offered or sold in the U.S. absent registration or an exemption from registration, and that any public offering of securities to be made in the U.S. will be accompanied by a prospectus; and

(4)   Any written materials must not include any purchase order or coupon that may be returned to indicate interest in the offering.

This rule only applies to press activities and materials provided to journalists, and not to materials or information provided to the general public.  Materials made available on the internet are considered to be provided to the general public and generally would not qualify for this safe harbor.  For a foreign private issuer to take advantage of this safe harbor while using the internet to share materials about such an offering, a system must be established whereby only people outside of the U.S. may access the materials.  Of course, once a journalist publishes an article based upon the press conference or press materials, there is no limit to the extent to which such an article may be shared or forwarded.

In our current social media-driven world, this rule seems archaic.  The distinction between journalist and blogger is increasingly hazy and the proliferation of content-sharing platforms (e.g., Twitter, Facebook, LinkedIn, Digg, etc.) means that information can cross borders instantly.  The latest comprehensive SEC guidance on the use of electronic media by issuers was released in 2000, long before the social media revolution began in earnest.  The SEC is currently revisiting the ban on general solicitation, so updated guidance on these issues may be released in the near future.  In the meantime, we are stuck with rules that often don’t foot with reality. 

Finally, keep in mind that the restriction on press releases and public dissemination of investment information applies only as long as the company or fund is actively raising money in the U.S..   Once the offering is completed in the U.S., the company or fund may announce the good news publicly.

Chris Hurtado wrote this post with some input from Bruce Campbell.  Chris is working with Campbell Law Group as a law clerk during his final year of the JD/MBA program at Yale Law School and Yale School of Management.  Prior to graduate school, he worked at the Bridgespan Group, where he advised private foundations and operating nonprofits on issues related to strategy, management, and organization.  He started his career in corporate finance in the Silicon Valley.

The New Year will bring an increase of 14% in the federal tax rate for many investments – up from a rate of 0% for qualifying investments made on or before December 31, 2011 (yes, that means no federal tax).  You should consider taking advantage of the current exclusion from capital gains taxes before it expires.  And the holiday cheer offered by this potential tax benefit is not limited to outside investors.  Others who may want to consider a change in their end-of-year financial plans include:

(1)   Entrepreneurs – if you were thinking about forming a company or contributing additional capital to your new business at the beginning of 2011, you may want to accelerate your plans.

(2)   Option/warrant holders – if you hold vested options/warrants, you may want to evaluate an early exercise of your rights.

(3)   LLC members – have you been considering a change in form of entity?  Conversion to a corporate form before the end of the year could qualify the stock you receive for tax free treatment on capital gains.

Section 1202 of the Internal Revenue Code includes a number of requirements and limitations for this tax benefit, some of which are summarized below.  As the list below is not exhaustive, you should review the details of any proposed investment with an attorney or tax adviser to ensure that it qualifies. 

(1)   The issuer must be a C corporation.

(2)   The stock must be acquired at original issuance from the issuer (not from a third party or secondary offering).

(3)   The stock must be held for at least five years.

(4)   The aggregate gross assets of the issuer (including majority parents and majority-owned subsidiaries) may not exceed $50 million at issuance.

(5)   The issuer must engage in the active conduct of a “qualified trade or business.”  Examples of businesses that do not qualify include: banking, insurance, financing, leasing, investing, farming, mineral extraction, hospitality businesses, and a variety of service businesses where the principal asset of such trade or business is the reputation or skill of its employees (such as those in health, law, consulting, and financial services).

Note:  This content is provided solely for general informational purposes.  It does not constitute legal advice regarding any specific facts and circumstances, and its dissemination does not create an attorney-client relationship.   If you are interested in learning more or want to discuss a particular situation, you should contact one of us or another attorney or tax adviser.

I’m now 18 hours into a 25 hour sleep-deprived trip to Nairobi – my first time to the African continent.  In the three weeks I will spend in Kenya and Uganda, I hope to start to build the same kind of relationships that have made my experience in India so rewarding.  I’m aware on this trip of how much of a head start I will have because of the powerful network that is arising out of the Unreasonable Institute.

Early in my trip, I will be meeting with clients and Unreasonable graduate ventures Kopo Kopo, One Degree Solar and re:char, and will have the pleasure of connecting with friends at Unreasonable Capital Partners First Light Ventures and Invested Development.  I will complete my trip by going deep on Eco Fuel Africa with Unreasonable fellow extraordinaire Sanga Moses.  Most importantly, I will have the honor of attending Sanga’s wedding!   And sitting across the aisle from me is Rich Hoops, who is also based in Boulder and actively supporting Unreasonable ventures – including Nairobi-based LivelyHoods.

I am grateful to the Unreasonable Institute for bringing these extraordinary people to Boulder, and for helping to forge relationships that have the potential to change the world for the better.

More to come.

Dear Occupy Movement:

 I saw you last weekend in Boulder, and I was mostly saddened by what I experienced.  Yes, it is good to see that you are motivated enough to change things that you will spend a spectacular fall day marching on Pearl Street.  But you seemed so angry, at times almost hateful.  I was glad that none of the “other” 1%, or the people that work at banks and corporations were around, as they seemed particularly detested.

 Then I realized that, being Boulder, those people probably were around.  Boulder is a wealthy community.  All of the big banks have offices here.  And many people I know are employed by corporations.  I wondered, if those people — our neighbors — really deserved to be the subject of such negativity.

 I also imagined the power of your movement if it included some of the “other” 1% and employees of banks and corporations.   What if rather than demonizing millions of people you invited them to join you in speaking out against economic injustice?  What if rather than being against so many things – and people – you were for something positive?

 Both Gandhi and Martin Luther King wrote that successful non violent social movements require internal work among the participants, not just action in the outside world.  The internal work is to develop enough wisdom and compassion so that people do not become the subject of protest, anger and violence.   The focus is always on the condition, the policy, the underlying cause of the injustice.

Martin Luther King, for example, was not against white people, he was for equality under the law.  I seem to remember from the footage of his marches that the very people who benefited from the injustice he was protesting were present.  And as a spiritually evolved person, he knew that the people who did not support the movement suffered from an ignorance that they did not choose.  They, too, were victims.

So, accordingly, I will join you when I feel it is safe to invite my brothers and sisters from the “other” 1% and from banks and corporations (remember, banks and corporations cannot exist without people).  In the mean time, I will occupy myself.  By this, I mean that I will work to transform in myself that which might cause me to be insensitive to the suffering of others, and I will dedicate as much time as I can to helping to provide economic opportunity for those that are in the most need.

 Sincerely yours,

 Bruce Campbell