Shareholders v. LinkedIn (UpCounsel Transaction)

E-FILED
RAJ V. ABHYANKER, California SBN 233284 2/7/2020 5:31 PM

Email: raj@legalforcelaw.com Clerk of Court
Superior Court of CA,
LEGALFORCE RAPC WORLDWIDE, P.C. County of Santa Clara
1580 W. El Camino Real, Suite 10 20CV363303
Mountain View, CA 94040 Reviewed By: D Harris
Telephone: (650) 965-8731
Facsimile: (650) 989-2131
Attorneys for Plaintiffs,

LegalForce RAPC Worldwide P.C., and
The Raj and Sonal Abhyanker Family Trust
SUPERIOR COURT OF CALIFORNIA

COUNTY OF SANTA CLARA
LEGALFORCE RAPC WORLDWIDE P.C. COMPLAINT FOR: 20CV363303

and THE RAJ AND SONAL ABHYANKER
FAMILY TRUST, 1. UNFAIR BUSINESS ACTS AND
PRACTICES IN VIOLATION OF
Plaintiffs, BUSINESS AND PROFESSIONS CODE §
17200 ET SEQ;
v. 2. INTENTIONAL INTERFERENCE WITH
CONTRACTUAL RELATIONS;
LINKEDIN CORPORATION, MATTHEW 3. UNJUST ENRICHMENT; AND
FAUSTMAN, MASON BLAKE and DOES 4. TRESPASS TO CHATTELS
1-20,
JURY TRIAL DEMANDED
Defendants.
NATURE OF ACTION
1. LinkedIn Corporation (“LinkedIn”) is a wholly owned subsidiary of Microsoft
Corporation (“Microsoft”). The basic functionality of LinkedIn allows users (workers and
employers) to create profiles, which for employees typically consist of a curriculum vitae
describing their work experience, education and training, skills, and a personal photo.
Employers can list jobs and search for potential candidates. Users can find jobs, people and
1
COMPLAINT
business opportunities recommended by someone in one’s contact network. Users can save (i.e.
bookmark) jobs that they would like to apply for. Users also have the ability to follow different
companies. LinkedIn operates a service called ProFinder which is LinkedIn’s professional
services marketplace that helps users find the best freelance or independent lawyers in their
area. (https://www.linkedin.com/profinder/business-law).
2. UpCounsel, Inc. (“UpCounsel”) is a venture-backed company providing an online legal
services platform on its website www.upcounsel.com. On or about September 2019, LinkedIn
entered into a transaction to purchase certain rights of UpCounsel, Inc. (“UpCounsel”) that
involved the right to hire key employees of UpCounsel including Matt Faustman (“Faustman”)
and Mason Blake (“Blake”). At the time of the transaction, Blake was the CEO of UpCounsel
and a board member. Faustman was the chairman of the board of directors of UpCounsel.
3. LinkedIn’s transaction with UpCounsel was a de facto acquisition of UpCounsel. Upon
information and belief, LinkedIn structured its transaction as a license for the specific purpose
to evade federal and state taxes by showing it as an expense rather than an asset on its books.
Tax evasion is an illegal activity in which a person or entity deliberately avoids paying a true
tax liability. Businesses caught evading taxes are generally subject to criminal charges and
substantial penalties.
4. UpCounsel has raised more than $20 million dollars in venture capital from leading
investors including Menlo Ventures Management L.P. (“Menlo”), the backers of Uber
Technologies, Inc. (NASDAQ: UBER). UpCounsel advertises that it is “[t]he modern way to
get legal work done.” UpCounsel has a “network of over 5,000 experienced lawyers” and is
“[t]rusted by 10,000+ Businesses From small businesses to the Fortune 1000.” Attorneys on the
company’s website have “an average of 14 years of experience” and profiles of online attorneys
display client ratings and reviews of recent work. (Exhibit A)
5. UpCounsel’s website permits users to manage their legal work, and offers free document
management, e-signature services, and quick and secure online payments. Id. In addition,
UpCounsel provides through its website thousands of legal documents, forms and legal news
articles. Id. UpCounsel represented to shareholders that it has grown rapidly. In the year 2017,
2
COMPLAINT
Faustman and Blake represented to shareholders that UpCounsel had a revenue run rate of
$17,500,000 with gross merchandising value of 2.4X, with net revenue of 2.9X. In addition,
Faustman and Blake represented to shareholders that UpCounsel had a 24% gross profit margin
on new customers, and an 18% profit margin across its 5,000+ customer base. Moreover,
Faustman and Blake represented to shareholders that UpCounsel possessed a unit economics
ratio of 4 to 1 with respect to revenue versus customer acquisition costs as most of UpCounsel’s
web traffic was represented to be organic and word of mouth. Based on these representations,
UpCounsel raised a series B funding of approximately $12 million to connect lawyers to
businesses on April 4, 2018. (Exhibit B).
6. The Raj and Sonal Abhyanker Family Trust (“Trust”) is a substantial shareholder of
UpCounsel. Raj Abhyanker (“Trustee”) is a trustee of Trust. On October 1, 2019, Blake
informed Trustee that “UpCounsel reached a deal to join LinkedIn” and that “[o]ver the next 3-4
months, UpCounsel will be migrating certain assets, clients, lawyers and demand over to
LinkedIn. Also, some UpCounsel employees accepted job offers to join LinkedIn.” Moreover,
Blake informed Trustee that “[a]t the end of this 3-4 month migration window, UpCounsel will
be winding down and dissolving the business.” In addition, Blake represented that “[a]fter
paying the company’s liabilities, the remaining assets of the company will be well below the
liquidation preference payable the company’s Series A Preferred Stock stockholders pursuant to
the certificate of incorporation. The holders of Series A Preferred Stock will receive pennies on
the dollar for their investment. As a result, there will be no assets remaining to distribute to the
holders of Series Seed Stock and Common Stock.”
7. In addition, Blake stated that “[I]t’s important to note that this transaction with LinkedIn
was the culmination of an extensive process we went through with our board and investors and
many potential acquirers to determine the best outcome for UpCounsel.” Blake requested that
Trustee keep this information confidential. Trustee declined Blake’s request to keep this
communication confidential in light of the harm Defendants caused to Trustee.
8. When asked by Trustee for more details, Blake falsely stated on October 3, 2019 that
“[t]hroughout our search for the best home for UpCounsel, we contacted over 100 companies
3
COMPLAINT
and meaningfully engaged with about a dozen.” However, Trustee nor his company LegalForce
RAPC Worldwide P.C. (“RAPC”) was among those “over 100 companies”, despite defendants
Faustman and Blake being keenly aware of the Trustee’s status as a significant shareholder of
UpCounsel. Upon information and belief, there are not even twenty companies who might be
interested in UpCounsel assets, much less over one hundred. Trustee was never given the
opportunity to bid for the assets, trade secrets, and goodwill allegedly encumbered, transferred,
or contemplated to be transferred to LinkedIn. Upon information and belief, UpCounsel’s
transaction with LinkedIn was prima facie self-dealing to secure employment for Blake,
Faustman and other employees at the expense of Trust and other common shareholders of
UpCounsel.
9. Sometime between August 2019 and December 2019, Blake and Faustman left their full
time employment at UpCounsel and joined LinkedIn as full time employees. Upon information
and belief, Blake remained a part-time CEO of UpCounsel while at the same time working at
LinkedIn. In addition, upon information and belief, Faustman remained the Chairman of
UpCounsel while working as a full-time employee of LinkedIn.
10. Upon information and belief, the transaction with LinkedIn required Blake and
Faustman to dissolve the UpCounsel business as a term of the transaction with LinkedIn. In
addition, upon information and belief, the transaction with LinkedIn provided to LinkedIn
UpCounsel’s sensitive trade secrets and customer list data.
11. To eliminate competition from their new employer LinkedIn, on February 3, 2020, while
serving as full-time employees of LinkedIn, Blake and Faustman interfered with the contractual
obligations between Trust and UpCounsel by sending notifications to each and every one of the
thousands of users of UpCounsel and posting on UpCounsel’s website that UpCounsel will
dissolve the business on March 4, 2020 (Exhibit C). Through this notification, Linkedin,
through its employees Blake and Faustman who LinkedIn allowed to work concurrently for
both companies, have materially harmed the asset value of the stocks owned and purchased by
the Trust, as users of UpCounsel have been notified that their information will be permanently
erased from the UpCounsel website and that the business will be dissolved. Moreover, Linkedin
4
COMPLAINT
through its employees Blake and Faustman now have stated that they will begin destroying
valuable customer list data in UpCounsel, effectively devaluing the business as soon as
Linkedin, through its employees Blake and Faustman, begin deleting the data.
BACKGROUND
12. “Recent years have been a golden age for corporate tax avoidance, with massive
companies awash in profits routinely paying tax rates in the single digits, or even nothing at all.
But how corporations manage to do this and keep the IRS at bay is mostly shrouded in secrecy.
The audit process is confidential, and the IRS, for all its flaws, simply doesn’t leak.”
LinkedIn’s1 “war with the IRS offers a rare view into how a giant company maneuvers to avoid
taxes — and how it responds when the government tries to crack down.” (Exhibit I, ProPublica
article, January 22, 2020)
13. Eight years ago, the IRS, tired of seeing the country’s largest corporations fearlessly
stash billions in tax havens, decided to take a stand. The agency challenged what it saw as an
epic case of tax dodging by one of the largest companies in the world, LinkedIn. It was the
biggest audit by dollar amount in the history of the agency.
14. LinkedIn had shifted at least $39 billion in U.S. profits to Puerto Rico, where the
company’s tax consultants, KPMG, had persuaded the territory’s government to give LinkedIn a
tax rate of nearly 0%. LinkedIn had justified this transfer with a ludicrous-sounding deal: It had
sold its most valuable possession — its intellectual property — to an 85-person factory it owned
in a small Puerto Rican city.
15. Over years of work, the IRS uncovered evidence that it believed laid the scheme bare. In
one document, a LinkedIn senior executive celebrated the company’s “pure tax play.” In
another, KPMG plotted how to make the company LinkedIn created to own the Puerto Rico
factory — and a portion of LinkedIn’s profits — seem “real.”
16. Meanwhile, the numbers LinkedIn had used to craft its deal were laughable, the agency
concluded. In one instance, LinkedIn had told investors its revenues would grow 10% to 12%
but told the IRS the figure was 4%. In another, the IRS found LinkedIn had understated
1
LinkedIn Corporation is owned by Microsoft. Therefore, Microsoft’s conduct is attributed here to
defendant LinkedIn.
5
COMPLAINT
revenues by $15 billion.
17. Determined to seize every advantage against a giant foe, the small team at the helm of
the audit decided to be aggressive. It used special powers that the agency had shied away from
using in the past. It took unprecedented steps like hiring an elite law firm to join the
government’s side.
18. To LinkedIn and its corporate allies, the nature of the audit posed a dire threat. This was
not the IRS they knew. This was an agency suddenly committed to fighting and winning. If the
aggression went unchecked, it would only encourage the IRS to try these tactics on other
corporations.
19. ‘Most people, the 99%, they’re afraid of the IRS,’ said an attorney who works on large
corporate audits. ‘The other 1%, they’re not afraid. They make the IRS afraid of them.’
20. LinkedIn fought back with every tool it could muster. Business organizations, ranging
from the U.S. Chamber of Commerce to tech trade groups, rallied, hiring attorneys to jump into
the fray on LinkedIn’s side in court and making their case to IRS leadership and lawmakers on
Capitol Hill. Soon, members of Congress, both Republicans and Democrats, were decrying the
IRS’ tactics and introducing legislation to stop the IRS from ever taking similar steps again.
21. The outcome of the audit remains to be seen — the LinkedIn case grinds on — but the
blowback was effective. Last year, the company’s allies succeeded in changing the law,
removing or limiting tools the IRS team had used against the company. The IRS, meanwhile,
has become notably less bold. Drained of resources by years of punishing budget cuts, the
agency has largely retreated from challenging the largest corporations. (Exhibit I, ProPublica
article, January 22, 2020)
THE PARTIES
The Plaintiffs
22. Trust is a family trust, of which Trustee is a trustee, and which has a principal place of
business at 1580 W. El Camino Real Suite 10, Mountain View California 94040. Trustee is an
Internet entrepreneur and attorney. Trust is a substantial shareholder of UpCounsel, with a
principal place of business at 1580 West El Camino Real, Suite 10, Mountain View, CA 94040.
6
COMPLAINT
Trust has considerable operational skills in online legal marketplaces and internet websites such
as the UpCounsel. Trustee is the founder and Chief Executive Officer of Trademarkia.com, an
online legal search engine for trademarks. Trustee is a winner of the 2013 Legal Rebel award by
the American Bar Association. Trustee is an inventor of more than 25 issued U.S. utility patents
in software engineering, robotics, and electrical engineering, some of which were sold and
assigned to Google, Inc. In addition, Trustee is the inventor and former Chief Executive Officer
of a venture backed Internet company that raised seed, Series A, and Series B venture funding.
23. RAPC is a law firm wholly owned by Trustee, a patent and trademark attorney in good
standing of the State Bar of California and the United States Patent and Trademark Office
(“USPTO”). The firm practices IP and corporate law with a principal place of business at 1580
W. El Camino Real, Suite 10, Mountain View, CA 94040, and a law office located at 446 E.
Southern Ave., Tempe, AZ 85282. RAPC has clients for intellectual property services in all 50
states and more than 300 cities and towns across America. It offers services including trademark
preparation and prosecution, patent preparation and prosecution, copyright registration and
counseling, international trademark and patent filings, and corporate formation and stock and
equity structuring, etc.
The Defendants
24. Defendant LinkedIn Corporation (“LinkedIn”), is a Delaware corporation organized and
existing under the laws of the State of Delaware, has a principal place of business at 2029
Stierlin Court, Mountain View, California, 94043.
25. Blake is an engineer employed by LinkedIn, with a principal place of business at 2029
Stierlin Court, Mountain View, California, 94043.
26. Faustman is a manager employed by LinkedIn, with a principal place of business at
2029 Stierlin Court, Mountain View, California, 94043.
27. DOES 1-20 are not yet defined, but this complaint will be amended at a later time if
needed to add them.
JURISDICTION AND VENUE
28. This Court has general personal jurisdiction over each of the Defendants because they
7
COMPLAINT
all reside in California.
29. This Court also has general personal jurisdiction over LinkedIn because their principal
places of business are in California, and more specifically in this county.
30. Alternatively, this Court has specific personal jurisdiction over each of the Defendants
because the discussions, misrepresentations, agreements, and conveyance of warrants for shares
took place in California and caused harm to Plaintiffs. Thus they have minimum contacts with
California and those contacts are related to this lawsuit.
31. Venue is proper in the County of Santa Clara pursuant to Code Civ. Proc. § 395(a)
because at least some Defendants reside in this county.
GENERAL FACTUAL ALLEGATIONS
32. On September 17, 2019 Blake surreptitiously took the following two actions without
disclosing them to common shareholders including Trust (through its Trustee):
a. Approval of the terms of a Waiver, Release and License Agreement between
the Company [UpCounsel] and LinkedIn Corporation (“LinkedIn”) pursuant to
which, in exchange for certain consideration from LinkedIn, (a) the Company
releases potential claims against LinkedIn and certain of its affiliates; (b) the
Company licenses certain intellectual property of the Company to LinkedIn;
(c) the Company transfers certain assets to LinkedIn; (d) the Company will
wind-down and dissolve within 120 days of the consummation of the
transaction with LinkedIn; and (e) LinkedIn hires certain employees of the
Company.
b. Approval of the terms of an Acknowledgement, Joinder and Release signed by
certain stockholders of the Company.
(Exhibit D)
33. Blake never asked common shareholders including Trust (through Trustee) for consent
to the actions taken on September 17, 2019. Two weeks later on October 1, 2019, Blake notified
Trustee of this business terminating action after the fact claiming to be a notice pursuant to
Section 228(e) of the Delaware General Corporation Law. (Exhibit E).
34. Blake falsely claimed through the notice that “written consent of stockholders” was
received in issuing the 228(e) notice (Exhibit D). However, no notice was provided to common
shareholders including Trust (through its Trustee). Blake informed Trustee about additional
details, saying:
8
COMPLAINT
a. Over the next 3-4 months, UpCounsel will be migrating certain assets, clients,
lawyers and demand over to LinkedIn. Also, some UpCounsel employees
accepted job offers to join LinkedIn. At the end of this 3-4 month migration
window, UpCounsel will be winding down and dissolving the business.
b. After paying the company’s liabilities, the remaining assets of the company
will be well below the liquidation preference payable the company’s Series A
Preferred Stock stockholders pursuant to the certificate of incorporation. The
holders of Series A Preferred Stock will receive pennies on the dollar for their
investment. As a result, there will be no assets remaining to distribute to the
holders of Series Seed Stock and Common Stock.
c. It’s important to note that this transaction with LinkedIn was the culmination of
an extensive process we went through with our board and investors and many
potential acquirers to determine the best outcome for UpCounsel.
(Exhibit E)
35. Blake provided little additional information about the transaction other than a phone
number for “questions concerning this notice” that was defunct. Specifically, the notice
indicated that “If you have questions concerning this notice, please contact Matt Faustman at
805-234-2960.” Id. Trustee called the phone number as listed on the 228(e) notice for Faustman.
Id. However there was no answer, and the voice mailbox was full. When Trustee inquired about
this to Blake and Faustman, no excuse or explanation was provided.
36. Trustee sent Blake an email expressing disappointment. Trustee lamented to Blake and
Faustman that Trustee was not provided an opportunity to vote, not approached as a potential
acquirer, and not given a chance to bid for any of the assets or licenses. Trustee also objected
that it appeared the transaction was the result of the Defendants unjustly enriching themselves
through jobs at LinkedIn while stripping UpCounsel of the value of its assets and leaving
common shareholders including former employees of UpCounsel and Plaintiff with nothing.
37. Upon information and belief, as part of Blake and Faustman’s employment with
LinkedIn they were to wind down UpCounsel. In the course of that obligation, and in the scope
and course of their LinkedIn employment, Blake and Faustman took several actions to wind
down and dissolve UpCounsel, doing so to their sole benefit at the expense of shareholders and
investors.
9
COMPLAINT
FIRST CLAIM FOR RELIEF
UNFAIR BUSINESS ACTS AND PRACTICES IN VIOLATION OF BUSINESS AND
PROFESSIONS CODE § 17200 ET SEQ
(Against all Defendants and DOES 1-20)
38. Plaintiffs repeat each and every allegation contained in the paragraphs above and
incorporates by reference each preceding paragraph as though fully set forth herein.
39. Defendants have violated Section 17200 of California’s Business and Professions
Code—California’s Unfair Competition Law (“UCL”)—by acting unfairly and unlawfully.
40. Defendants’ unlawful behavior includes Faustman and Blake, while acting in the course
and scope of their employment at LinkedIn, failing to comply with 8 Delaware Code § 275 in
adopting and executing the wind-down and dissolution plan for UpCounsel.
41. Upon information and belief, Defendants’ unfair behavior also includes Faustman and
Blake compensating themselves at unsustainable amounts that imperiled UpCounsel and have
left Trust and other common shareholders with no value or compensation for their investment in
UpCounsel.
42. Upon information and belief, Defendants use of UpCounsel to enrich themselves and
obtain other employment after deciding to wind down the company are completely unfair to the
other employees of UpCounsel and to Plaintiff as a common shareholder and investor in the
UpCounsel.
43. As a substantial shareholder in UpCounsel, Trust was substantially harmed by the loss of
complete value in the stock and improper winding down/dissolution of UpCounsel
SECOND CLAIM FOR RELIEF
INTENTIONAL INTERFERENCE WITH CONTRACTUAL RELATIONS
incorporate by reference each preceding paragraph as though fully set forth herein.
45. Defendants have interfered with the confidential settlement agreement entered into with
various parties including LegalForce RAPC Worldwide, P.C., Trustee, and UpCounsel for
various actions that must be filed under seal due to the confidentiality of the settlement
agreement and communications leading to that settlement.
10
COMPLAINT
46. Upon information and belief, LinkedIn was informed about the settlement agreement
with RAPC prior to LinkedIn coming to an agreement with Mason and Blake for their
employment at LinkedIn.
47. Then, LinkedIn entered into an agreement with UpCounsel and/or Blake and Faustman
that included the winding up/dissolution of LinkedIn and interfered with the settlement
agreement between UpCounsel and RAPC.
48. As employees of LinkedIn, in furtherance of their agreement with LinkedIn and in the
course and scope of their employment with LinkedIn, Faustman and Blake took actions that
interfered with the settlement agreement between UpCounsel and RAPC. The settlement
agreement between RAPC and UpCounsel was then breached by UpCounsel.
49. RAPC has been harmed as a direct and proximate cause of Defendants’ interference of
the settlement agreement.
THIRD CLAIM FOR RELIEF
UNJUST ENRICHMENT
51. Upon information and belief, Defendants Faustman and Blake used their positions of
control and management at the UpCounsel to get a deal approved that would provide unfair and
unjust compensation to each of them at the expense of UpCounsel and its shareholders.
52. Additionally, Director Defendants Blake and Faustman’s decision to wind down and
dissolve UpCounsel will result in preferred shareholders receiving only pennies on the dollar
and common stockholders not receiving any benefit.
53. Upon information and belief, controlling shareholders Blake, Faustman, approved the
proposed winding down and dissolution of the company.
54. Upon information and belief, Defendants Faustman and Blake worked together to
approve the wind-down plan and take the action in that plan which will result in benefitting only
Defendants Faustman and Blake with salaries, bonuses, or compensation for preferred Series A
shares. This benefit is at the expense of Plaintiff Trust, former employees, and other common
11
COMPLAINT
shareholders not receiving any benefit or monetary compensation.
55. Furthermore, upon information and belief, Defendants Faustman and Blake have
unfairly given themselves unsustainably higher compensation than UpCounsel could reasonably
afford, at the expense of preserving value that would otherwise have flowed through to Plaintiff
Trust as shareholders upon any wind up and dissolution of UpCounsel.
56. Due to the Defendants Faustman and Blake enriching themselves at the expense of
UpCounsel and other shareholders, UpCounsel is now being dissolved and Plaintiff Trust and
other shareholders have lost all the money that was invested into the common stock. If none of
the causes of action in this complaint succeed, then Plaintiff Trust is unable to prevent the unjust
enrichment to Defendants or to recover anything for its investment in UpCounsel.
57. Defendants Faustman and Blake acted willfully and with reckless disregard for ethics
and law. Specifically, Defendants know about duties of shareholders and officers. For example,
UpCounsel’s website has a free legal help article which defines fiduciary duty as including:
As the director of a corporation who is expected to fulfill their duties as a
manager, they are charged with specific fiduciary responsibilities. Their
main concern is the duty of loyalty and care. The duty of Care means that
before making any kind of decision for the company, that they must
inform themselves of all available information.
The accuracy of the decision made will be affected by the amount of

information, whether or not there was ample time to gather sufficient
information before a decision had to be made, and what advice was
available. All information cannot simply be accepted as is, but it must be
looked at critically in order to protect the corporation’s assets and
stockholders.
The term Duty of Loyalty, the Delaware Supreme Court explains, states
that the directors and officers are not allowed to use their office and
confidence others place in them to promote their own personal
interests.
(Exhibit F, emphasis added)
58. In addition, UpCounsel’s website says on its free legal help page that officers and
directors of corporations shall “[n]ot deprive the corporation of possible profit by not using their
best skills, or not enabling it to make the most profit possible.” (Exhibit F). By entering a
transaction with LinkedIn without disclosure to common shareholders while stripping
UpCounsel of the value of its assets, trade secrets and employees through encumbrances and
jobs at LinkedIn, Defendants violated the very duty the describe on their own legal help
12
COMPLAINT
website, while acting in the course and scope of their employment at LinkedIn.
59. In addition UpCounsel’s website even gives a specific example of a breach of fiduciary
duty that mimics the conduct of the Defendants:
One specific instance to further explain a breach would be a CEO who
strikes a deal to buy his friend's struggling company. While this is a great
way to help his friend, it could be considered a breach of fiduciary duty
if the CEO's company has a drop in share price. If this happened, the
shareholders could file a lawsuit to help recoup some of their losses.
(Exhibit G, emphasis added)
60. Given the Defendants’ sophistication and prior knowledge as expressed above,
Defendants acted willfully, with malice, and in bad faith.
FOURTH CLAIM FOR RELIEF
TRESPASS TO CHATTELS
62. Plaintiff Trust entrusted Defendants Blake and Faustman to manage and govern
UpCounsel in good faith.
63. Instead, Blake and Faustman took the UpCounsel licenses and goodwill for their own
enrichment and when they sought an agreement with LinkedIn that only benefited Blake and
Faustman at the expense of UpCounsel’s shareholders, including Plaintiff Trust.
64. The harm is continuing as Defendants Blake and Faustman move forward with winding
down and dissolving UpCounsel.
65. Defendants sent emails to all users of UpCounsel notifying them that UpCounsel is
dissolving in weeks and posted the same message on the UpCounsel website for all visitors to
see.
66. These actions completely destroyed the value of all shareholders’ UpCounsel stock.
PRAYER FOR INJUNCTIVE RELIEF
incorporate by reference each preceding paragraph as though fully set forth herein.
13
COMPLAINT
68. LinkedIn informed Plaintiffs through Michelle Leung (Senior Director, Legal -
Corporate) on October 1, 2019, that “LinkedIn did not acquire UpCounsel, nor has UpCounsel
sold any of its assets to LinkedIn.” This is materially different than what was represented in the
228(e) notice (Exhibit H). To the extent that the referenced transaction with LinkedIn is not yet
consummated as of the filing of this Complaint, Plaintiffs ask that the court award an injunction
preventing the transaction from occurring without transparent disclosure to all shareholders
about the assets of the UpCounsel, and provide equal access to all shareholders to vote on a
transaction prior to such a contemplated transaction taking place.
69. An announcement of a sale or encumbrance of assets to LinkedIn would materially harm
the value of the assets of UpCounsel because it would devalue the standalone value of assets of
UpCounsel. Therefore, Plaintiffs also request injunctive relief preventing Defendants from any
further public announcement regarding a sale or encumbrance of assets to LinkedIn, and from
further pursuing or completing such sale or encumbrance of assets to LinkedIn.
70. A preliminary injunction is necessary to prevent irreparable harm to Plaintiffs, the
investment in UpCounsel, and to all other shareholders’ interests in the value and future of the
UpCounsel.
REQUEST FOR RELIEF
WHEREFORE, Plaintiffs request that this Court:
1. Enter judgment against Defendants;
2. Award Plaintiffs their fees and costs of this action against Defendants;
3. Award Plaintiffs pre- and post-judgment interest at the applicable rates on all amounts
awarded;
4. Grant permanent injunctive relief to prevent the recurrence of the violations for which
redress is sought in this complaint;
5. Restitution;
6. Plaintiffs pray for extraordinary relief and exemplary damages, including denying the
fee in its entirety as well as punitive damages against Defendants;
7. Plaintiffs pray for economic damages including, but not limited to, compensatory and
14
COMPLAINT
consequential damages incurred in lost time, attorney’s fees, and expenses in
uncovering breaches of fiduciary duty.
8. Preliminary injunction preventing Defendants from taking adverse action towards the
UpCounsel and Plaintiff by making any further announcement or further pursuing any
sale or encumbrance of assets to LinkedIn;
9. That the Court grant Plaintiffs any other remedy to which it may be entitled under
state laws and federal securities law; and
10. Order any other such relief as the Court deems appropriate.
Respectfully submitted this Friday, February 7, 2020.
LegalForce RAPC Worldwide P.C.
__/Raj Abhyanker/_____
Raj V. Abhyanker
Attorneys for Plaintiffs:
15
COMPLAINT
JURY TRIAL DEMAND
Plaintiff request a jury trial for all causes of action in which a jury trial is available as
alleged in this Complaint.
Respectfully submitted this Friday, February 7, 2020.
LegalForce RAPC Worldwide P.C.
__/Raj Abhyanker/__________________
Raj V. Abhyanker
Attorneys for Plaintiffs:
16
COMPLAINT
EXHIBIT A
2/7/2020 Top Attorneys on Demand: Online Business Legal Services, Advice, Free Forms
Submit
Toggle navigation
How It Works
Our Lawyers
Did you know?
No need to spend hours finding a lawyer, post a job and get custom quotes from experienced lawyers instantly.
Post a Job
Business Lawyers
C Corporation Formation Lawyers
Contract Lawyers
Copyright Lawyers
Immigration Lawyers
Intellectual Property Lawyers
Internet Lawyers
LLC Formation Lawyers
Patents Lawyers
S Corporation Formation Lawyers
Startup Lawyers
Trademark Lawyers
View all legal areas
Resources
Customers
Patent Law Resources
Trademark Law Resources
Startup Law Resources
Free Legal Documents
Blog
For Lawyers
Search
Post a Job
Login
Search
Type your legal question here
The UpCounsel site will be shutting down on March 4, 2020. Contact support@upcounsel.com with any questions. View more
The modern way to get legal work done
Whether you need a one-time consult or an entire freelance legal department, UpCounsel’s
network of over 5,000 experienced lawyers has you covered.
https://www.upcounsel.com 1/5
Zip Code
85710
Get Free Proposals
Popular Legal Areas
Agreements
Get Free Proposals Learn More
Agreements
Business
Formation
Business
Formation
Patents
Patents
Trademarks
Trademarks
Immigration
Immigration
General
Counsel
General
Counsel
Labor &
Employment
Labor &
Employment
Securities &
Finance
Securities &
Finance
"Every business needs to know about UpCounsel. We found great attorneys at great prices and were able to focus our resources on improving our
business instead of paying legal bills."
Sean Conway
CEO and Co-Founder
Trusted by 10,000+ Businesses
From small businesses to the Fortune 1000, groundbreaking companies of all sizes trust UpCounsel and its 5,000+ attorney community to
provide high quality, cost-effective legal services.
Small Businesses
Get Started
Startups
Get Started
Mgmt Teams
Get Started
Legal Depts
Get Started
Law Firms
Get Started
Access to high quality attorneys on demand
Access to high quality attorneys on demand
Business attorneys have an average of 14 years of experience

Profiles of our online attorneys display client ratings and reviews of recent work
Find business lawyers anywhere for every legal need
Ask an attorney and receive legal advice online
Learn more
Liz Oliner
260 projects on UpCounsel
Business Transactional Lawyer
Alejandro Maher
12 years experience
Business, Finance and Technology Lawyer
Neeta Toprani
Harvard Law School
Transactional Lawyer
Our lawyers have worked at top law firms and Fortune 500 companies
Compare detailed proposals and transparent pricing
Compare detailed proposals and transparent pricing
Receive custom proposals within hours

Save up to 60% compared to law firms
Pay only for quality legal work
Learn more
Easily manage your legal work
Free document management and e-signature

Quick and secure online payments
24/7 support for any questions
Learn more
Free Legal Documents, Forms and Articles
If you're not ready to ask an attorney for advice, you can access our free online repository of legal help and information via articles, documents and
forms. We offer a wide variety of information covering everything from startup legal tips to general business information.
Learn more
Start using UpCounsel today

Post a Job & Get Free Proposals
Navigation
How it Works
For Lawyers
Free Legal Documents
Blog
Sitemap
About
The Company
Careers
Customers
Privacy Policy
Terms of Service
Contact
Visit our Support Center

Contact
Sales
Press
UpCounsel is an interactive online service that makes it faster and easier for businesses to find and hire legal help solely based on their preferences. We are not a law firm, do not provide any legal services, legal
advice or "lawyer referral services" and do not provide or participate in any legal representation.
© 2020 UpCounsel, Inc.
EXHIBIT B
10/6/2019 SEC FORM D
The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has
not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL

Washington, D.C. 20549
3235-
FORM D OMB Number:
0076
Estimated average burden
hours per
Notice of Exempt Offering of Securities response:
4.00
1. Issuer's Identity
Previous
CIK (Filer ID Number) X None Entity Type
Names
0001649919 X Corporation
Name of Issuer Limited Partnership
UpCounsel, Inc.
Limited Liability Company
Jurisdiction of
Incorporation/Organization General Partnership
DELAWARE Business Trust
Year of Incorporation/Organization
Other (Specify)
X Over Five Years Ago
Within Last Five Years (Specify Year)
Yet to Be Formed
2. Principal Place of Business and Contact Information
Name of Issuer
UpCounsel, Inc.
Street Address 1 Street Address 2
580 Market Street 5th Floor
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
SAN FRANCISCO CALIFORNIA 94104 415-686-7116
3. Related Persons
Last Name First Name Middle Name

Faustman Matthew
City State/Province/Country ZIP/PostalCode
San Francisco CALIFORNIA 94104
Relationship: X Executive Officer X Director X Promoter
Clarification of Response (if Necessary):

Blake Mason
https://www.sec.gov/Archives/edgar/data/1649919/000164991918000002/xslFormDX01/primary_doc.xml 1/5
Relationship: X Executive Officer X Director X Promoter

Ganesan Venky
Relationship: Executive Officer X Director Promoter

Lauchengco Martina
Relationship: Executive Officer X Director Promoter
4. Industry Group
Agriculture Health Care Retailing

Banking & Financial Services Biotechnology
Restaurants
Commercial Banking Health Insurance Technology
Insurance
Hospitals & Physicians Computers
Investing
Investment Banking Pharmaceuticals Telecommunications
Pooled Investment Fund Other Health Care X Other Technology
Is the issuer registered as Manufacturing Travel

an investment company under Airlines & Airports
Real Estate
the Investment Company
Act of 1940? Commercial Lodging & Conventions
Yes No
Construction Tourism & Travel Services
Other Banking & Financial Services
REITS & Finance Other Travel
Business Services
Residential Other
Energy
Coal Mining Other Real Estate
Electric Utilities
Energy Conservation
Environmental Services
Oil & Gas
Other Energy
5. Issuer Size
Revenue Range OR Aggregate Net Asset Value Range

No Revenues No Aggregate Net Asset Value
$1 - $1,000,000 $1 - $5,000,000
$1,000,001 -
$5,000,001 - $25,000,000
$5,000,000
$5,000,001 -
$25,000,001 - $50,000,000
$25,000,000
$25,000,001 -
$50,000,001 - $100,000,000
$100,000,000
Over $100,000,000 Over $100,000,000
X Decline to Disclose Decline to Disclose
Not Applicable Not Applicable
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
Investment Company Act Section 3(c)
Rule 504(b)(1) (not (i), (ii) or (iii)) Section 3(c)(1) Section 3(c)(9)
Rule 504 (b)(1)(i) Section 3(c)(2) Section 3(c)(10)

Rule 504 (b)(1)(ii)
Section 3(c)(3) Section 3(c)(11)
Rule 504 (b)(1)(iii)
Section 3(c)(4) Section 3(c)(12)
X Rule 506(b)
Rule 506(c) Section 3(c)(5) Section 3(c)(13)
Securities Act Section 4(a)(5) Section 3(c)(6) Section 3(c)(14)
Section 3(c)(7)
7. Type of Filing
X New Notice Date of First Sale 2018-03-26 First Sale Yet to Occur
Amendment
8. Duration of Offering
Does the Issuer intend this offering to last more than one year? Yes X No
9. Type(s) of Securities Offered (select all that apply)
X Equity Pooled Investment Fund Interests

Debt Tenant-in-Common Securities
Option, Warrant or Other Right to Acquire Another Security Mineral Property Securities
Security to be Acquired Upon Exercise of Option, Warrant

X Other (describe)
or Other Right to Acquire Security
Series A Preferred stock and the Common stock into which it is
convertible
10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction,

Yes X No
such as a merger, acquisition or exchange offer?
11. Minimum Investment
Minimum investment accepted from any outside investor $0 USD
12. Sales Compensation
Recipient Recipient CRD Number X None
(Associated) Broker or Dealer CRD

(Associated) Broker or Dealer X None X None
Number
ZIP/Postal
City State/Province/Country
Code
State(s) of Solicitation (select all that
apply) All
Foreign/non-US
Check “All States” or check individual States
States
13. Offering and Sales Amounts
Total Offering Amount $11,999,996 USD or Indefinite

Total Amount Sold $11,999,996 USD
Total Remaining to be Sold $0 USD or Indefinite
14. Investors
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited
investors, and enter the number of such non-accredited investors who already have invested in the
offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not 12
qualify as accredited investors, enter the total number of investors who already have invested in the
offering:
15. Sales Commissions & Finder's Fees Expenses
Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is
not known, provide an estimate and check the box next to the amount.
Sales Commissions $0 USD Estimate
Finders' Fees $0 USD Estimate
16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the
persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is
unknown, provide an estimate and check the box next to the amount.
$0 USD Estimate
Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and
clicking SUBMIT below to file this notice.
Terms of Submission
In submitting this notice, each issuer named above is:
Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking
to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated
officer of the State in which the issuer maintains its principal place of business and any State in which this notice is
filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any
notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any
Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the
jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with
the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions
of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the
Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of
these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in
which this notice is filed.
Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from
relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).
Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed
on its behalf by the undersigned duly authorized person.
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
Issuer Signature Name of Signer Title Date

UpCounsel, Inc. Mason Blake Mason Blake CTO 2018-04-04
Persons who respond to the collection of information contained in this form are not required to
respond unless the form displays a currently valid OMB number.
* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11,
1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether
in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can
require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.
EXHIBIT C
2/7/2020 nimbus screenshot app print
screenshot-www.upcounsel.com-2020.02.07-09_35_27
https://www.upcounsel.com/blog/we-thank-you-for-your-support
07.02.2020
chrome-extension://bpconcjcammlapcogcnnelfmaeghhagj/edit.html?done 1/4
EXHIBIT D
UPCOUNSEL, INC.
NOTICE TO STOCKHOLDERS OF UPCOUNSEL, INC.

(THE "COMPANY")
Notice is hereby given pursuant to Section 228(e) of the Delaware General Corporation Law that on
September 17, 2019, the following actions were approved pursuant to that certain Action by Written
Consent the Stockholders of the Company (the "Written Consent").
NO RESPONSE IS REQUIRED ON YOUR PART.
Actions Taken
Approval of the terms of a Waiver, Release and License Agreement between the Company and
LinkedIn Corporation ("LinkedIn") pursuant to which, in exchange for certain consideration from
LinkedIn, (a) the Company releases potential claims against LinkedIn and certain of its affiliates;
(b) the Company licenses certain intellectual property of the Company to LinkedIn; (c) the
Company transfers certain assets to LinkedIn; (d) the Company will wind-down and dissolve
within 120 days of the consummation of the transaction with LinkedIn; and (e) LinkedIn hires
certain employees of the Company.
Approval of the terms of an Acknowledgement, Joinder and Release signed by certain stockholders
of the Company.
If you have questions concerning this notice, please contact Matt Faustman at 805-234-2960.
EXHIBIT E
10/6/2019 LegalForce RAPC Worldwide Mail - 228(e) Notice to Stockholders of UpCounsel
Raj Abhyanker <raj@legalforcelaw.com>
228(e) Notice to Stockholders of UpCounsel

Mason Blake <mason@upcounsel.com> Tue, Oct 1, 2019 at 8:34 AM
To: Raj Abhyanker <raj@legalforcelaw.com>
Cc: Mary Piciocchi <mary@redwood-legal.com>, Jennifer Wang <jennifer@redwood-legal.com>, Matthew Faustman
<mfaustman@upcounsel.com>, Julie Gleason <julie@redwood-legal.com>
Hi Raj,
As a shareholder at UpCounsel, I’m reaching out to provide you this official 228(e) notice. In this notice you’ll find that
UpCounsel reached a deal to join LinkedIn.
Over the next 3-4 months, UpCounsel will be migrating certain assets, clients, lawyers and demand over to LinkedIn.
Also, some UpCounsel employees accepted job offers to join LinkedIn. At the end of this 3-4 month migration window,
UpCounsel will be winding down and dissolving the business.
After paying the company’s liabilities, the remaining assets of the company will be well below the liquidation preference
payable the company’s Series A Preferred Stock stockholders pursuant to the certificate of incorporation. The holders of
Series A Preferred Stock will receive pennies on the dollar for their investment. As a result, there will be no assets
remaining to distribute to the holders of Series Seed Stock and Common Stock.
It’s important to note that this transaction with LinkedIn was the culmination of an extensive process we went through with
our board and investors and many potential acquirers to determine the best outcome for UpCounsel.
We kindly request that you keep this information confidential. Please let me know if you have any questions.
Regards,
Mason Blake
www.upcounsel.com
UpCounsel - 228e Notice.docx

14K
https://mail.google.com/mail/u/0?ik=8e63b40f8e&view=pt&search=all&permmsgid=msg-f%3A1646205694879296612&simpl=msg-f%3A16462056948… 1/1
EXHIBIT F
2/7/2020 Fiduciary Responsibility | UpCounsel 2019
The UpCounsel site will be shutting down on March 4, 2020. Contact support@upcounsel.com with any questions. View more
Fiduciary Responsibility: Everything You Need to Know

Fiduciary responsibility refers to the obligation that one party has in relationship with another one to act entirely on the other party’s behalf and best
interest.8 min read
What is Fiduciary Responsibility?

Fiduciary responsibility refers to the obligation that one party has in relationship with another one to act entirely on the other party’s behalf and best
interest. It is considered to be the standard of the highest care.
The individual who has the responsibility of being a fiduciary is referred to as the fiduciary. The individual that the duty of a fiduciary is owed, is
usually designated the principal or beneficiary.
The fiduciary is given a legal responsibility to the beneficiary, and it must be ensured that there is no conflict of interest between them. Most situations
provide no profit to the fiduciary unless agreed upon from the outset.
If fiduciary duties are breached, an accounting would be required for the profit. The beneficiaries would also be entitled to various damages, even if
no harm was done.
Fiduciary duties have been created to encourage people to specialize and to take up fiduciary responsibilities. The various laws were created to reduce
beneficiaries from being abused. They will also give beneficiaries greater assurance of that protection.
A fiduciary who handles investments manages someone else’s money for them. They are given a position of responsibility and they will face
consequences if they betray that trust.
This type of relationship is generally only given when the beneficiary trusts the other person. It generally is not enough for mere respect of the other
person’s character or judgment.
A fiduciary is responsible to be loyal and provide reasonable care to the assets under their control. Every action performed with the beneficiary’s
assets is entirely for the beneficiary’s advantage.
It is expected that a potential fiduciary has more knowledge and actual expertise in the assets being controlled. In all matters, such as in the purchase
of a piece of property or in a business venture, the focus must always be on the best interest of the principal. This requires that the fiduciary be
absolutely candid with the beneficiary.
Corporations and fiduciary duties

Where the duties of a corporate fiduciary are concerned, it is generally a good idea to refer to the corporate laws of Delaware. This is because more
than half of all companies that are publicly traded are incorporated in that State. Different rules may apply if a company is incorporated in another
State.
As the director of a corporation who is expected to fulfill their duties as a manager, they are charged with specific fiduciary responsibilities. Their
main concern is the duty of loyalty and care. The duty of Care means that before making any kind of decision for the company, that they must inform
themselves of all available information.
https://www.upcounsel.com/fiduciary-responsibility 1/5
Sign Up for PayPal

Ad 24/7 monitoring can help keep your
account information secure. PayPal…
PayPal
Sign Up
The accuracy of the decision made will be affected by the amount of information, whether or not there was ample time to gather sufficient information
before a decision had to be made, and what advice was available. All information cannot simply be accepted as is, but it must be looked at critically in
order to protect the corporation’s assets and stockholders.
The term Duty of Loyalty, the Delaware Supreme Court explains, states that the directors and officers are not allowed to use their office and
confidence others place in them to promote their own personal interests.
Public policy that has existed for many years, established rules that places a demand on corporate officers, that they give the best possible attention to
their duties to:
Protect the general interests of the corporation.

Avoid doing anything that would bring harm to the corporation.
Not deprive the corporation of possible profit by not using their best skills, or not enabling it to make the most profit possible.
The term Duty of Good Faith demands that the corporate director seeks to promote the corporation’s interests, avoid breaking the law, and faithfully
fulfills the duties of the office.
The term Duty of Confidentiality means that corporate directors must keep information belonging to the company confidential and not use it for their
own profit.
Sign Up for PayPal

PayPal
Sign Up
The term Duty of Prudence means that a trustee administers a trust with caution, care and skill.
Duty of Disclosure requires that directors act with “complete candor.” At times, this may mean revealing to the stockholders all circumstances and
facts surrounding a decision made by the directors.
If the decision is questioned in a court, the court will typically presume that the corporate directors had acted from an informed basis with good faith
and believing that it was in the company’s best interests. This means that a court will often refrain from inquiring into the reason, assuming that the
director thought it was in the best interest of the corporation.
In some cases, courts have allowed officers of a charity to operate by different rules. They may be permitted to make decisions that are personally
advantageous. This has often been allowed as long as there was no cost to the charity. It does not grant permission to an officer to divert the earning
potential of the charity into his own pocket.
In some cases, certain types of relationships automatically assume that a fiduciary responsibility is in place. This is true between a doctor and patient,
a pastor and member of the congregation, a lawyer and a client, etc. It is also true in the case when a contract is made. This permits the one person to
have some dominance over the other.
Although states look at fiduciary transactions differently, they do typically show favor toward the beneficiary. Transactions made between a fiduciary
and a beneficiary can be voided, declared to be void, or a contract can be canceled. If there is a problem and the matter is taken to court, the fiduciary
needs to prove that the transaction had been fair.
Who is Considered as a Fiduciary?

If you are on an investment committee, some of your responsibility can be shared with the investment advisor on the committee. If the advisor is
Registered Investment Advisor, then he does possess fiduciary responsibility along with other committee members. A broker does not have liberty to
do this, which is why a number of brokerage firms will not permit their brokers to become fiduciaries.
Whether or not an advisor is a fiduciary depends on their actions. If they provide advice on an ongoing basis, then they are considered to be a
fiduciary. If they merely sell products, they are not a fiduciary.
A Fiduciary's Responsibilities
The primary responsibility of a fiduciary is to be prudent in the investment process. Prudence is demonstrated in the process used concerning how
they make investment decisions. They must have guidelines.
A fiduciary needs to demonstrate prudence by the process through which they make and manage their investment decisions. This means fiduciaries
need to have a basic plan determining how they will go about their responsibilities. One group that has provided guidance for fiduciaries is the
nonprofit organization Foundation for Fiduciary Studies.
Sign Up for PayPal

PayPal
Sign Up
They directed fiduciaries to follow several prudent practices while making investment choices. The first guideline is to self-educate concerning the
laws that apply. Investment fiduciaries that deal with retirement plans need to familiarize themselves with the Employees Retirement and Income
Security Act (ERISA) and the guidelines and laws in it. After understanding their own roles, they must provide the responsibilities and roles of
everyone else who is involved. If they are going to use service providers for their investments, then service agreements will need to be in writing.
Once the laws and roles are understood, the next step is to create the goals and objectives of the investment program. The fiduciary then needs to
identify various factors, such as:
The investment horizon.

The desired level of risk.
The return on the investment.
After these things are determined, the fiduciary has the framework needed to evaluate various investment options.
Determining asset classes that lets them create a diversified portfolio can then be made by using some type of methodology. In most cases, a fiduciary
will choose the asset classes by using modern portfolio theory (MPT) because it is the one most commonly used. It enables them to choose asset
classes based on targeting specific risk and return levels.
Creating an investment policy statement should be made by formalizing the above steps. The statement will provide the details necessary to follow a
specific strategy of investment.
Implementing the policy statement involves choosing selected investments or particular investment managers to obtain the requirements detailed in
the statement. Evaluating any potential investment requires due diligence and a process must be developed for it. It should establish the criteria
desired to evaluate and choose options for investment.
Sign Up for PayPal

PayPal
Sign Up
An investment advisor is often chosen to assist in implementing the policies because fiduciaries often do not have sufficient knowledge, skill, or
resources to complete this step. Communication between the fiduciaries and advisors are essential in this step to ensure that due diligence is being
applied when selecting the investments or the managers.
The last step is often ignored because it consumes the most time. A fiduciary, however, can be liable in any and all of these steps due to negligence if
they ignore this part of their responsibility.
Monitoring of the investments properly requires that a fiduciary periodically reviews the reports that show a comparison between the performance of
their investment with the correct index and peer group, and decide whether or not the objectives of the investment policy statement are being carried
out.
Monitoring performance data is not sufficient. A fiduciary also needs to monitor the qualitative data. This includes when changes occur within an
investment manager’s organizational structure. When the management changes, or when others begin making the decisions, it becomes necessary to
understand how this will affect the future performance.
Expenses also have to be reviewed in relation to implementing the process used. A fiduciary is responsible for how money is invested, and also how
the funds are used.
Understanding how various fees affect the performance is important and the fiduciary needs to determine whether or not they are reasonable, as well
as fair.
When the above steps are properly carried out, investment committee members and trustees can have confidence that they are fulfilling their duties in
a faithful manner. The important thing is that they use prudence in each step.
Some Examples of Fiduciary Duty

The duties of a fiduciary come in various forms under the current legal system. This includes the duties of a principal and agent, a guardian and a
ward, a trustee and a beneficiary, and a lawyer and the client.
A trust created from an estate involves a fiduciary duty between the trust and the designated beneficiary. The person who is designated as the trustee
holds legal ownership of the property and assets that are under the trust. It is the responsibility of the trustee to make all decisions for the best benefit
of the beneficiary, because the beneficiary has the equitable title on the property. A comprehensive estate plan requires careful consideration of the
individual who will become the trustee.
Sign Up for PayPal

PayPal
Sign Up
In a guardian/ward situation, the appointed adult has legal guardianship of the minor. The guardian position, as a fiduciary, is responsible to provide
appropriate care for the child, including:
Determining where the child goes to school.

Receives quality medical care.
Receives proper discipline.
Is given adequate food and clothes, etc.
The state court assigns a guardian when parents cannot take care of the child. The relationship remains intact until the child reaches the age of
majority in most states.
Another example of a fiduciary duty occurs between a principal and an agent. Many types of principals and agents can be made, as long as there is a
legal ability to do it. This could be between an individual, a partnership, a corporation, or a government agency. An agent is selected to act on the part
of the principal, and there must not be a conflict of interest.
One example that demonstrates a principal and agent relationship that involves a fiduciary responsibility occurs when shareholders elect C-suite
individuals or managers to act as their agents. Another example is when investors become principals when they choose a fund manager to manage
their funds. The manager then acts as an agent.
One of the strictest fiduciary relationships occurs between an attorney and the client. The Supreme Court of the United States decided that there must
be the highest amount of confidence and trust between the two. As a fiduciary, an attorney is required to act fairly, with loyalty and fidelity each time
a client is represented and when dealing with a client. When that fiduciary duty is breached, the attorney is accountable to the court.
If you need help in understanding whether or not you have fiduciary responsibility, or need to know more clearly what those responsibilities are, you
can post your legal need on the UpCounsel’s marketplace. UpCounsel chooses to only use lawyers who have graduated in the top five percent of the
top law schools such as Harvard Law and Yale Law, and who also have an average of at least 14 years of legal experience. Many of them have worked
with or on behalf of such companies as Google, Menlo Ventures, and Airbnb.
Fiduciary Duty a Starting An LLC a Articles Of Organization a
Business Partnership Creating A Limited

a Delaware Statutory Trust a a
Contracts Liability Company
EXHIBIT G
screenshot-www.upcounsel.com-2020.02.07-09_49_55
https://www.upcounsel.com/penalty-for-breach-of-fiduciary-duty
07.02.2020
EXHIBIT H
2/7/2020 LegalForce RAPC Worldwide Mail - Re: UpCounsel transction
Re: UpCounsel transction

1 message
'Michelle Leung' via LitigationSupport <lit-support@legalforcelaw.com> Tue, Oct 1, 2019 at 6:31 PM

Reply-To: Michelle Leung <mleung@linkedin.com>
To: Raj Abhyanker <raj@legalforcelaw.com>, LitigationSupport <lit-support@legalforcelaw.com>
Mr. Abhyanker,
I received your voicemail. I would like to clarify that LinkedIn did not acquire UpCounsel, nor has UpCounsel sold any of its assets to LinkedIn. UpCounsel
remains an independent company. If the email you received from UpCounsel caused some confusion in this regard, you should reach out directly to
UpCounsel.
I understand that you’ve reached out to several employees at LinkedIn about this. Though I don’t anticipate there will be a need, to the extent necessary, you
should direct all future LinkedIn correspondence regarding this issue to me.
Thank you,
Michelle
Michelle Leung
LinkedIn Corporation
Senior Director, Legal - Corporate
mleung@linkedin.com | 408-604-6613 (direct)
From: Raj Abhyanker <raj@legalforcelaw.com>

Date: Tuesday, October 1, 2019 at 3:15 PM
To: Michelle Leung <mleung@linkedin.com>, LitigationSupport <lit-support@legalforcelaw.com>
Subject: Fwd: UpCounsel transction
Ms. Leung,
I just left you a voice message. I am a substantial shareholder of UpCounsel, Inc. I was not informed of the transaction with UpCounsel and Linkedin until
today. I have serious concerns about this transaction. Specifically, I was not disclosed this transaction, and I am concerned about self dealing and breaches
of fiduciary duty as I had indicated interest in buying the same assets now allegedly sold to Linkedin. Today, I received a notice from Mason Blake, the
UpCounsel CEO saying in part :
"As a shareholder at UpCounsel, I’m reaching out to provide you this official 228(e) notice. In this notice you’ll find that UpCounsel reached a deal to
join LinkedIn. Over the next 3-4 months, UpCounsel will be migrating certain assets, clients, lawyers and demand over to LinkedIn. Also, some
UpCounsel employees accepted job offers to join LinkedIn. At the end of this 3-4 month migration window, UpCounsel will be winding down and
dissolving the business. After paying the company’s liabilities, the remaining assets of the company will be well below the liquidation preference
payable the company’s Series A Preferred Stock stockholders pursuant to the certificate of incorporation. The holders of Series A Preferred Stock
will receive pennies on the dollar for their investment. As a result, there will be no assets remaining to distribute to the holders of Series Seed Stock
and Common Stock. It’s important to note that this transaction with LinkedIn was the culmination of an extensive process we went through with our
board and investors and many potential acquirers to determine the best outcome for UpCounsel."
However, Mason Blake and UpCounsel have known for over a year about my interest in purchasing UpCounsel assets and know I am know I am a substantial
shareholder. They did not offer these assets to me prior to this transaction. Moreover, this potential transaction was not disclosed to me. I was in litigation
against UpCounsel, Inc. until February 2019, when there was a confidential settlement in federal litigation (4:18-cv-02573).
https://mail.google.com/mail/u/0?ik=bcb515018c&view=pt&search=all&permthid=thread-f%3A1646229975968832127%7Cmsg-f%3A16462432337269… 1/3
I would l ke more information about this transaction If the transaction is not yet consummated, I would l ke to be involved prior to any transaction is made
between UpCounsel, Inc. and LinkedIn. I am concerned about the self dealing of UpCounsel's officers in this transaction in exchange for jobs, while leaving
large common shareholders l ke me in the dark and without an opportunity to bid for assets.
Please let me know who at LinkedIn can tell me more about what has already transpired
Thank you.
Raj
--
Raj Abhyanker
Partner
Image removed by sender.
call: 1-650-390-6461
email raj@legalforcelaw com
web: http://www.legalforcelaw.com/raj-v-abhyanker/
connect https //www linkedin com/in/rajthelawyer/
LegalForce RAPC Worldwide

Professional Law Corporation
1580 W El Camino Real, Suite 9 10
Mountain View, CA 94040 United States
www.legalforcelaw.com
About LegalForce RAPC Worldwide - LegalForce RAPC Worldwide is a leading general practice law firm specializing
in serving the diverse needs of individuals, businesses, and institutions worldwide. The firm created the
Trademarkia com web ite
This electronic transmission contains information which is confidential and/or privileged. The information is intended for
u e only by the individual or entity named above If you are not the intended recipient (or the employee or agent
responsible for delivering this information to the intended recipient), you are hereby notified that any use,
dissemination, distribution, or copying of this communication is prohibited. If you have received this information in
error, please notify me by electronic mail and delete all copies of the transmission. Thank you.
--
Raj Abhyanker
Partner
call: 1-650-390-6461
email raj@legalforcelaw com
web: http://www.legalforcelaw.com/raj-v-abhyanker/
connect https //www linkedin com/in/rajthelawyer/
LegalForce RAPC Worldwide

Professional Law Corporation
1580 W El Camino Real, Suite 9 10
Mountain View, CA 94040 United States
www.legalforcelaw.com
About LegalForce RAPC Worldwide - LegalForce RAPC Worldwide is a leading general practice law firm specializing
in serving the diverse needs of individuals, businesses, and institutions worldwide. The firm created the
Trademarkia com web ite
This electronic transmission contains information which is confidential and/or privileged. The information is intended for
u e only by the individual or entity named above If you are not the intended recipient (or the employee or agent
responsible for delivering this information to the intended recipient), you are hereby notified that any use,
dissemination, distribution, or copying of this communication is prohibited. If you have received this information in
error, please notify me by electronic mail and delete all copies of the transmission. Thank you.
EXHIBIT I
2/7/2020 The IRS Decided to Get Tough Against Microsoft. Microsoft Got Tougher. — ProPublica
Glenn Harvey for ProPublica
GUTTING THE IRS
The IRS Decided to Get Tough Against

Microsoft. Microsoft Got Tougher.
For years, the company has moved billions in pro its to Puerto Rico to
avoid taxes. When the IRS pushed it to pay, Microsoft protested that the
agency wasn’t being nice. Then it aggressively fought back in court,
lobbied Congress and changed the law.
by Paul Kiel, Jan. 22, 5 a.m. EST
ProPublica is a nonprofit newsroom that investigates abuses of power. Sign up to receive

our biggest stories as soon as they’re published.
This story was co-published with Fortune.
Eight years ago, the IRS, tired of seeing the country’s largest corporations
fearlessly stash billions in tax havens, decided to take a stand. The agency
challenged what it saw as an epic case of tax dodging by one of the largest
companies in the world, Microsoft. It was the biggest audit by dollar
amount in the history of the agency.
Microsoft had shifted at least $39 billion in U.S. profits to Puerto Rico,
where the company’s tax consultants, KPMG, had persuaded the territory’s
government to give Microsoft a tax rate of nearly 0%. Microsoft had
justified this transfer with a ludicrous-sounding deal: It had sold its most
https://www.propublica.org/article/the-irs-decided-to-get-tough-against-microsoft-microsoft-got-tougher 1/19
valuable possession — its intellectual property — to an 85-person factory it

owned in a small Puerto Rican city.
Over years of work, the IRS uncovered evidence that it believed laid the
scheme bare. In one document, a Microsoft senior executive celebrated the
company’s “pure tax play.” In another, KPMG plotted how to make the
company Microsoft created to own the Puerto Rico factory — and a portion
of Microsoft’s profits — seem “real.”
Meanwhile, the numbers Microsoft had used to craft its deal were
laughable, the agency concluded. In one instance, Microsoft had told
investors its revenues would grow 10% to 12% but told the IRS the figure
was 4%. In another, the IRS found Microsoft had understated revenues by
$15 billion.
Determined to seize every advantage against a giant foe, the small team at
the helm of the audit decided to be aggressive. It used special powers that
the agency had shied away from using in the past. It took unprecedented
steps like hiring an elite law firm to join the government’s side.
To Microsoft and its corporate allies, the nature of the audit posed a dire
threat. This was not the IRS they knew. This was an agency suddenly
committed to fighting and winning. If the aggression went unchecked, it
would only encourage the IRS to try these tactics on other corporations.
“Most people, the 99%, they’re afraid of the IRS,” said an attorney who
works on large corporate audits. “The other 1%, they’re not afraid. They
make the IRS afraid of them.”
Microsoft fought back with every tool it could muster. Business

organizations, ranging from the U.S. Chamber of Commerce to tech trade
groups, rallied, hiring attorneys to jump into the fray on Microsoft’s side in
court and making their case to IRS leadership and lawmakers on Capitol
Hill. Soon, members of Congress, both Republicans and Democrats, were
decrying the IRS’ tactics and introducing legislation to stop the IRS from
ever taking similar steps again.
The outcome of the audit remains to be seen — the Microsoft case grinds
on — but the blowback was effective. Last year, the company’s allies
succeeded in changing the law, removing or limiting tools the IRS team
had used against the company. The IRS, meanwhile, has become notably
less bold. Drained of resources by years of punishing budget cuts, the
agency has largely retreated from challenging the largest corporations.
The IRS declined to comment for this article.
Recent years have been a golden age for corporate tax avoidance, with
massive companies awash in profits routinely paying tax rates in the single
digits, or even nothing at all. But how corporations manage to do this and
keep the IRS at bay is mostly shrouded in secrecy. The audit process is
confidential, and the IRS, for all its flaws, simply doesn’t leak. Microsoft’s
war with the IRS offers a rare view into how a giant company maneuvers to
avoid taxes — and how it responds when the government tries to crack
down. ProPublica has reconstructed the fight from thousands of pages of
court documents, information obtained through public records requests
and accounts from current and former IRS employees.
Microsoft declined to discuss its taxes in any detail. In response to

extensive questions provided in writing, the company said it “follows the
law and has always fully paid the taxes it owes.”
In 2010, the IRS announced that it was creating a new unit to audit
international, intra-company deals. Tech, pharmaceutical and other giants
had figured out how to use these dubious deals to avoid taxes on a colossal
scale. It was hardly a secret: News articles had detailed how Google, Pfizer
and others saved billions. Senate hearings ensued.
Despite the publicity, nothing changed. The trend, which had taken off in
the 2000s, intensified. The losses to the U.S. Treasury in uncollected taxes
ran well into the hundreds of billions of dollars. In 2016 alone, according to
an estimate by economists including Gabriel Zucman of the University of
California, Berkeley, U.S. corporations avoided $61 billion in taxes by
sending profits to tax havens.
The concept was simple. A U.S.

U.S. Corporations Shifted a
company sold its most valuable
Larger Share of Pro its to Tax
asset — for a tech company, its Havens
intellectual property — to a
subsidiary in a place (Ireland,
Singapore, Puerto Rico, etc.)
where the tax rate was extremely
low.
The details of these deals were

monstrously complex, making it
difficult for the IRS to prove they
were done solely to dodge taxes. .
Essentially, the IRS had to argue

that the company had set the 1996
wrong price for its intellectual

property. And to do that, the Source: Thomas Wright and Gabriel Zucman, “T
Privilege.”
agency had to understand the
company, its markets and its
prospects top to bottom. It was a near-impossible task, and the IRS
suffered some key losses in court, which only emboldened companies to
stake out even more aggressive positions.
In 2011, the IRS picked Samuel Maruca to lead the new unit. A partner at
the prominent law firm Covington & Burling, Maruca had spent decades
advising corporations on “transfer pricing,” as this area of tax is called, and
facing off against the agency on audits. He came to the job, he said, to help
fix a broken system.
Maruca is the picture of a tax lawyer (thinning hair, glasses). But unlike
many of his colleagues, he expresses himself clearly, sometimes in moral
terms. He told peers at industry conferences that the nation’s corporations
had grown excessively bold. “We would all benefit,” he said, “from a
resurgence of moderation and heightened regard for principle.”
To restore balance, the IRS “must produce some winners,” he said. “I really
want to make a difference.”
Maruca built a team of about 60 — agents, attorneys and economists —

with half recruited from outside the agency. For the IRS, this was a notable
influx of talent. But it was still modest when compared with the scale of
the challenge.
Among the key advisers on the new team was Eli Hoory, an attorney who
had worked under Maruca at Covington and followed him over to the IRS a
few months later. Hoory, then in his mid-30s, had a shaved head and
prominent nose that gave him an angular appearance. Known for being
extremely bright, he was also frank and outspoken, sometimes to a fault. A
graduate of the U.S. Coast Guard Academy, he’d served as a reservist
during law school and studied at the London School of Economics before
landing at Covington.
Maruca and his team set about canvassing the IRS’ inventory to find good
targets for producing “some winners,” as he’d put it.
Microsoft’s Puerto Rico deal almost slipped by. The week before Maruca
started at the IRS in May 2011, the agency, which had already been
auditing the transaction for four years, completed its work and sent
Microsoft its findings.
That 2011 assessment by the IRS isn’t public, but it’s clear Maruca and
Hoory were unimpressed. The IRS, they thought, had been credulous,
accepting too many of Microsoft’s numbers. They also thought the IRS was
set up for failure. The agency had been able to retain only one outside
expert, an economist. If the case went to court, Microsoft would surely
summon a cast of varied experts to undermine the IRS’ position.
It seems likely, given the size of Microsoft’s Puerto Rico transaction, that
the IRS in May 2011 had hit the company with a tax bill in the billions. But
Maruca and Hoory thought the agency was thinking small.
Maruca told Microsoft the IRS needed more time, and in early 2012, the IRS
withdrew its findings. By then, Hoory had taken leadership of the audit.
He began sending new document requests to Microsoft, asking for more
interviews and considering what other experts the IRS needed to round
out its case. Over the next three years, he and his team amassed tens of
thousands of pages and conducted dozens of interviews with Microsoft
personnel. (Hoory, who still works at the IRS, declined to comment.)
The evidence they assembled told a story. It revealed how Microsoft had
built a massive Rube Goldberg machine that channeled at least $39 billion
in profits to Puerto Rico. It revealed a workshop of outside consultants,
economists and attorneys who, as they had with other corporate clients,
meticulously planned a structure that seemed to have a basis in the law,
even if it violated common sense.
The documents showed that Microsoft had been caught red-handed,

Hoory believed. Despite all their care in preparing for an eventual audit,
the deal’s architects had left damning evidence that, he thought, made it
possible for the IRS to expose the sham.
In 2003, Microsoft had a decision to make. Since 1989, it had operated a

manufacturing facility in the small city of Humacao at the eastern end of
Puerto Rico. The factory existed because of a tax break, and that break was
due to expire after 2005.
A 2003 company memo laid out the quandary. Microsoft had about 85
employees in Humacao burning Windows and Office software onto CDs.
Doing that in Puerto Rico had saved the company almost $200 million in
taxes over the years. Closing the plant and outsourcing Microsoft’s CD
production when the tax break expired was the obvious choice. “The cost
to manufacture one CD [in Puerto Rico] is from 1.4 to almost three times
the cost of outsourcing,” the memo said.
There was one alternative to closing the plant, but it would “require very
aggressive tax structuring and work,” according to Microsoft’s head of
international tax, Glenn Cogswell, as cited in the 2003 memo. Microsoft
could create a new tax advantage by using the factory as a means to stash
U.S. profits. The memo dismissed that option as impractical.
But the next year, Microsoft changed its mind. KPMG, one of the “Big
Four” accounting firms, made a persuasive pitch. Microsoft should engage
in that very aggressive tax structuring, after all.
KPMG had “significant experience assisting Fortune 50 companies” faced

with the same problem, according to a July 2004 PowerPoint presentation
to Microsoft executives. KPMG could do for Microsoft what it had done for
those other giant American corporations: send U.S. profits to the island.
Puerto Rico — which has an autonomous tax system even though it’s a U.S.
territory — didn’t have a particularly low tax rate, but KPMG could fix that.
Its partner in the San Juan office, the PowerPoint said, had “previously
advised several U.S. clients on migrations of this type and successfully
negotiated significant tax holidays for U.S. companies with the Puerto
Rican government.”
The next month, a team of Microsoft executives met with KPMG to hash
out the details. They made sure not to leave a paper trail. “This needs to be
a verbal briefing with no handouts and no e-mail,” wrote Bill Sample, a
senior Microsoft tax executive, in an email scheduling the meeting. “We
will do this on the white board.”
Shuttling company profits from country to country was not a new idea for
Microsoft. Not long before, it had conjured deals to send its profits in Asia
to Singapore and its profits in Europe and Africa to Ireland. The Puerto
Rico transaction, which would cover North and South America, would be
the biggest and boldest yet.
Here’s how it would work. Microsoft’s Puerto Rican subsidiary would

produce all the CDs for the American market. Because it was the sole
producer, it would buy the exclusive rights to Microsoft’s technology.
Those licenses would entitle the Puerto Rican company to a share of
Microsoft’s American profits.
According to Hoory’s calculations, the factory subsidiary would send the

parent company about $31 billion over 10 years — and receive almost $70
billion in profits in return over the same period. Instead of being taxed in
the U.S., where the rate was 35%, the $39 billion difference between those
figures would be taxed in Puerto Rico at a rate near 0%. It was a long-term
plan that could continue indefinitely.
A chart developed by the IRS’ Eli Hoory to illustrate Microsoft’s Puerto Rico deal over its
irst 10 years. The government presented the chart in court in 2015.
It didn’t matter that the transaction was fundamentally absurd. Microsoft

would never actually sell its most valuable asset to another company, let
alone to a little tropical factory. Still, there were rules for constructing and
valuing deals like this, and Microsoft and KPMG set out to prove they were
following them.
Minutes from meetings involving KPMG’s experts show them straining to

fit the details together. “This work needs to be very detailed and [have]
incredibly great documentation to refute any IRS issues,” read the notes
for one meeting in March 2005.
One problem was that there was a rush to get the deal done that summer,
but Microsoft’s factory wouldn’t be ready to produce 100% of the CDs that
soon. As a result, the new Puerto Rican subsidiary would only be a
company on paper, while the old Puerto Rican company was still pumping
out CDs. In order for the transaction to seem genuine, the new Puerto
Rican subsidiary needed to appear to be bona fide.
“What can we do to make this thing real?” was the question, according to
the notes for another KPMG meeting. They had an answer: “Go out and do
something substantial, so go out and use insurance. Point to a contract
with a third party … [that] shows that something real is being done.”
The spitballing continued when KPMG’s team met with a group of

Microsoft employees a few days later. “What happens when all info sent
online?” was another conundrum, according to meeting notes. If
customers downloaded the software instead of getting it on a CD that was
produced in Puerto Rico, would the premise of the deal — that it was based
on CD manufacturing — be undermined? They ultimately decided that

wasn’t a problem, “because customers seem to want CDs, and we’ll put the
servers down in PR and send them CDs too.”
KPMG kept its promise to land a rock-bottom rate from the Puerto Rican
government. In exchange for Microsoft’s promise to hire an additional 46
full-time employees, Puerto Rico’s secretary of state agreed to grant the
company a tax rate that ranged from 0% to 2% for a period of 15 years. A
spokesman for KPMG declined to comment.
By the next year, Microsoft had

Over a Decade, Microsoft
shifted all CD production for the Stashed Billions Offshore
Americas to Puerto Rico. In a
written self-evaluation, a
Microsoft executive celebrated:
“This was a pure tax play and
because we took the factory live
by July 1 we were able to start
claiming the tax benefit as
planned.”
But Microsoft wouldn’t be telling

the IRS the transaction was a pure
tax play. The two sides of the . B
2006
transaction were supposed to
arrive at a fair, “arm’s length” Note: Amounts are cumulative
price, one that an unrelated Source: Microsoft public ilings
company might pay to another. Of

course, Microsoft was dealing with
itself, and no company of its size had ever sold anything like what it was
selling. So, to arrive at a price, KPMG’s economists generated complicated
models. These would provide protection if the IRS questioned Microsoft’s
numbers. The price was supposedly impartial, based on a thorough
analysis of all the relevant variables.
One document in particular exploded this fallacy, Hoory believed. Shortly

after the deal went live, a consulting firm delivered a report to Microsoft
about the Puerto Rican subsidiary. It valued the company at $30.4 billion.
As Hoory later testified, the document was “effectively saying a company
that was worth nothing or a nominal amount on June 30th, 2005, was
worth $30 billion one day later.”
On Jan. 14, 2014, Hoory stepped in front of a room of Microsoft executives

and attorneys from Baker McKenzie, Microsoft’s law firm for the audit. It
was his first presentation of his team’s findings. He did not hold back,
showing slide after slide that detailed the distortions and errors of the
Puerto Rico deal.
“Deal of the Century Return on Investment” said one slide. According to

the IRS’ analysis, the Puerto Rican subsidiary had been set up to reap a
200% annual return. It meant that Microsoft’s price for the transaction was
not remotely plausible.
Hoory argued that just about every aspect of the deal should be valued
differently. Just what those numbers were is not public, but it’s clear he
thought Microsoft had caused the Puerto Rican subsidiary to substantially
underpay for the software rights while overestimating how much profit the
U.S. operation could legitimately send to Puerto Rico.
The presentation put Microsoft on notice. Their big, bold Puerto Rican
deal was the target of a big, bold audit. After Hoory finished his
presentation, Microsoft’s tax team “said they had to think a little,” Hoory
later testified.
It’s routine for IRS agents to share initial findings with corporations under
audit. The point is to see whether the two sides might come to an
agreement or at least agree on certain aspects and narrow the number of
issues under dispute. That was part of Hoory’s mission that day.
But a month later, Microsoft told Hoory and Maruca that it did not want to
discuss resolution. Instead, the company wanted the IRS to finalize its
findings. With that in hand, Microsoft could then move the fight to another
part of the IRS: the Office of Appeals. There, Microsoft had good reason to
think it would fare much better.
The Office of Appeals provides taxpayers big and small with an

independent review. If an agent has gotten it wrong, appeals can fix it. The
office also aims to stem the flood of tax disputes into the courts. It’s where
taxpayers go looking to cut a deal.
IRS agents often grouse about working hard on an exam only to see an
appeals officer slash the amount of tax owed. To some veterans, the Office
of Appeals is known as “the gift shop.”
“No question, Exam hates Appeals,” said Gerry Ouellette, who served as an
appeals officer on large corporate cases until 2012 and now works with a
Boston firm that advises taxpayers facing audits.
But there’s a logic to the slashing, he said. One reason that tax bills are cut
is because the IRS fears it may lose in court. Appeals officers are supposed
to judge the “litigation hazard” of a case and put a number on it. For
instance, an appeals officer who thinks the IRS is only 30% likely to prevail
in court might settle for 30 cents on the dollar.
That’s particularly likely to happen on large, complex audits. According to

a 2016 report by the IRS’ inspector general, appeals of transfer pricing
audits reduced the amount of tax owed by an average of 81%.
Appeals officers often feel pressure to be lenient, said Willie Chin, a

recently retired Appeals officer who handled corporate cases. “If I have to
give up the penalty to resolve the case, to move the case along, that’s the
idea: to move the case along,” he said. Large corporations rarely face
penalties at all, a 2019 report by the IRS’ inspector general found, and
when they do, they can count on an appeal to reduce or eliminate the
penalties 94% of the time.
The story is different for taxpayers who aren’t represented by a battalion of

attorneys and CPAs, Chin said: “In my opinion, we hammer the little guys
and we let the big guys go.”
Maruca and Hoory knew all this. It was no mystery why Microsoft was so
eager to appeal. But they also knew they could prevent it.
The IRS has the power to “designate a case for litigation” — in other words,
force a taxpayer to skip Appeals and go straight to court. It is a move sure
to anger a powerful adversary. Not only does an appeal offer the
corporation a good opportunity to see the audit overturned, but it does so
with the promise that it will keep the details quiet. The U.S. Tax Court, by
contrast, is a public forum.
In March 2014, Hoory told Microsoft that the IRS was considering
designating the case for litigation. The case was just too big and unique to
send to Appeals. “It is such a huge divergence in numbers,” he later
testified, “and we have put a lot of energy into it.”
Hoory’s move was aggressive, but not unprecedented. From 2010 through
April 2019, the IRS designated 13 cases for litigation, according to agency
documents ProPublica obtained through a public records request. The IRS
refused to divulge a list of those cases, but the known instances include
other large corporations facing transfer-pricing audits: Amazon, Coca-Cola
and Facebook.
Maruca and Hoory had other, more radical ideas on how to tackle such a
massive case.They wanted to hire a high-powered outside attorney to help
the IRS. In the past, they believed, the IRS had failed in court on big,
complex cases for two main reasons. The first was that the agency hadn’t
done enough work uncovering evidence. It was an error they were well on
their way to fixing, they thought. The other stumbling block was the
agency’s inability to make a persuasive argument and tell a compelling
story to a judge.
Maruca and Hoory wanted a legal star, someone with the experience of
winning an enormously complex case against a gigantic foe. But such
attorneys are typically found in elite law firms, where large corporate
clients might balk at the firm representing the IRS.
Maruca and Hoory concentrated on finding top attorneys who didn’t

usually handle tax matters. Their first choice was David Boies. He had
beaten Microsoft before, when he represented the Justice Department in
its landmark 1998 antitrust lawsuit against the company. But Boies had
another case that created a conflict of interest and couldn’t take the
assignment.
The IRS’ next choice was Quinn Emanuel, which describes itself as a
“global litigation colossus without equal.” That fit the bill. In May 2014, the
two sides signed a $2.2 million contract. It provided for two of the firm’s
top partners, John Quinn and John Gordon, each of whom bill more than
$1,000 an hour, to spend hundreds of hours on the case along with a small
team of other Quinn Emanuel lawyers.
The IRS did this quietly. It wasn’t until late August 2014, on the third page
of a letter to Microsoft about scheduling further employee interviews, that
Hoory let word slip. The IRS “will have one or more contractors attend,” he
wrote. This “may include outside counsel from Quinn Emanuel.”
It didn’t go unnoticed. For the next week, Hoory and Mike Bernard, then
Microsoft’s U.S. tax counsel, fired letters back and forth. Microsoft
requested a copy of the IRS “engagement letter” with Quinn Emanuel.
Hoory, apparently determined not to be too helpful, responded that there
was none. When Bernard expressed disbelief and asked more generally for
any contract, Hoory sent over a copy of the main section of the contract.
Microsoft was “deeply concerned” about the role of Quinn Emanuel,

Bernard wrote, because the firm represented Microsoft competitors like
Google and Motorola. He asked Hoory for more details. “We have conflict,
confidentiality and ethical concerns,” he wrote.
Hoory responded but also urged Microsoft to make it clear whether it

would allow the Quinn Emanuel attorneys to participate in the interviews.
When Bernard again asked for more detail, Hoory wrote that he’d been
accommodating, but “we are at a decision point now.” Would Microsoft
prevent the Quinn Emanuel attorneys from questioning witnesses? “If you
do not agree or do not respond, the Service will consider alternatives,”
Hoory wrote.
A few weeks later, Hoory arrived at Microsoft’s Redmond, Washington,

headquarters with a team of a few other IRS employees, a couple hired
experts and Gordon of Quinn Emanuel. On Microsoft’s side, two senior tax
executives and a group of Baker McKenzie attorneys attended the
interviews.
Microsoft’s outside attorneys kept a close watch on Gordon, the IRS’

outside attorney. Whenever Gordon repeatedly pressed a Microsoft
employee for an answer, Daniel Rosen of Baker McKenzie jumped in. “This
is being done under the proviso that you guys control this,” Rosen told
Hoory, according to a transcript of one interview. “If you don’t control Mr.
Gordon, then this is over.” A few days later, when Gordon pushed another
Microsoft employee to clarify an answer, the scene repeated. “We’re done
with this line of questioning,” Rosen said. “And Mr. Gordon’s not directing
this witness to answer any questions,” he said, “Mr. Hoory can, but this
gentleman cannot.”
By this time, the investigation had grown intense. Hoory and his team
were racing to put their case together while pushing Microsoft to provide
more documents. They were up against an approaching deadline. At the
end of the year, the statute of limitations would expire. The law gives the
IRS three years to complete an audit, and Microsoft had agreed several
times to give the IRS more time, as large corporations often do. Microsoft
had done this because it was hoping to resolve the audit without a messy
court battle. Now that hope was gone, and there would be no more
extensions.
As the clock ticked down, Hoory considered his options. Microsoft had
both buried the IRS in paper — sending over 1 million pages, much of
which Hoory later said wasn’t relevant — and, in his view, failed to send
everything the IRS had asked for. If he hurriedly wrapped up the case, he
ran the risk of missing crucial pieces of evidence. The stakes, he decided,
were too high. So, yet again, he decided to take a remarkable step.
In audits of large corporations, the law grants the IRS a special power. It
can issue a “designated summons” for documents and interviews that,
with the approval of a federal judge, temporarily stops the clock. After the
summons is resolved, the clock starts again. It’s a muscle move that
wrenches away any control the corporation has over the audit.
Before Maruca and Hoory arrived in 2011, the IRS had not used this tool
since 1996. Partly, that was because it clashed with an IRS culture that
valued amicable relations with the country’s largest taxpayers. There was
also the potential cost to antagonizing powerful opponents. But for Hoory,
these were secondary concerns. In October 2014, the IRS issued a
designated summons to Microsoft, demanding 48 categories of
documents.
The IRS also summoned for interviews a roster of Microsoft employees,

including Steve Ballmer, who’d recently left as CEO. KPMG, too, got a
summons. The IRS then filed suit in a federal court in Seattle to enforce its
demands.
Microsoft set out to quash the summonses. Its attorneys argued that
federal rules exclusively permit IRS employees to question witnesses. The
IRS had broken the law by allowing the Quinn Emanuel attorneys to
question witnesses, according to Microsoft, and by essentially putting
them in charge of the audit.
It was fundamentally wrong for the IRS to use high-powered litigators, one
Microsoft attorney argued in a hearing, because “they know how to win,
and that’s very different” than the IRS’ mission. The IRS was supposed to
work with taxpayers to “find the right number,” she said, not focus on
winning.
The marks of Quinn Emanuel’s obsession with winning were all over the
IRS’ actions, Microsoft’s attorneys contended. It was the hired sharks
who’d prompted the agency to deluge Microsoft with more document and
interview requests. It was their idea to force those interviews to be under
oath, as opposed to the more common IRS practice of conducting
“informal” interviews. And it was their idea to knock on Ballmer’s door
with a summons. “It’s not unusual, in high-stakes litigation,” said one of
Microsoft’s attorneys, for law firms “to try to put pressure on their
opponent by doing things like asking to depose the CEO.”
The dispute over the summons became an opportunity for Microsoft to put
Hoory — and the sort of IRS that he represented — on trial. Hoory took the
stand to defend the IRS’ actions.
At the hearing in August 2015, Philip Beck handled the questioning for
Microsoft. A top litigator, he’d once been a hired gun for the government
himself, having replaced Boies as counsel in the antitrust case against
Microsoft. Now he was on Microsoft’s side, arguing against the
government’s use of outside counsel.
Beck found Hoory to be a frustrating quarry. He would not be pinned down

and had a detailed explanation for everything. After an hour of this, Beck
complained, “Your Honor, we are never going to get done today if I get 10-
minute answers for yes or no questions.” The judge urged Hoory to be
briefer. “I will do my best, Your Honor,” Hoory replied.
Beck’s frustrations continued as Hoory clouded the simplicity of

Microsoft’s case. But in one area, Hoory allowed a simple answer. Beck
asked: Wasn’t this “the first time in the history of the universe” that the IRS
had hired an outside law firm to help conduct an audit?
Hoory said that was correct, adding, “I guess I am a trailblazer.”
Microsoft’s complaints grew louder when Hoory and a Justice Department

attorney presented the IRS’ side. In addition to laying out the Puerto Rico
transaction, Hoory divulged details that made an obvious tax dodge look
even worse. Microsoft’s lawyers called that “mudslinging” meant to

“punish” the company “for daring to oppose the IRS.”
Hoory testified that Microsoft had used a growth rate of 4% for tax
purposes while publicly reporting to investors expected growth of 10% to
12%. One error in their calculations, he said, had “understated revenues by
approximately $15 billion.”
After almost four hours of testimony, Hoory stepped down. “It has been a
long day,” U.S. District Court Judge Ricardo Martinez said. “Mr. Hoory
talks a mile a minute, and it was hard to follow up on all of that.” He added,
turning to Hoory, “Working for the IRS is a good job for you.”
Microsoft, meanwhile, was fighting on other fronts, too. Its attorneys

pursued Freedom of Information Act requests to dig up as much as they
could about the Quinn Emanuel hiring, eventually filing several lawsuits
to force the IRS to turn over documents.
The company also turned to its friends in Congress for help. In May 2015,
Sen. Orrin Hatch, R-Utah, then the chair of the committee that oversees
the IRS, and who counted Microsoft as one of his top campaign
contributors, fired off a letter to the IRS commissioner about “outsourcing”
the agency’s audit of “a corporate taxpayer.” That “appears to violate
federal law and the express will of the Congress,” he wrote, and the $2.2
million contract “calls into question the IRS’ use of its limited resources.”
By that time, Republicans in Congress had cut the IRS’ budget by $1.5
billion from its 2010 peak. (A spokesperson for Hatch declined to
comment.)
Hatch asked the IRS “to immediately halt” Quinn Emanuel’s work on the
case. Microsoft filed a copy of the letter in court a few days later.
But Martinez ruled in favor of the IRS and its use of the special summons
to suspend the statute of limitations and demand additional documents.
He wrote that he was “troubled” by the IRS’ use of outside counsel since it
was unprecedented and that the hiring might “lead to further scrutiny by
Congress.” But, he wrote, “Microsoft has no factual basis for the grand
assertion that Quinn Emanuel was or will be engaging in taxation or
conducting the audit.” Rather, the firm’s role was “limited” and “under the
direct supervision of the IRS.”
The IRS had clear legal authority to hire Quinn Emanuel and for its
attorneys to question witnesses, the judge ruled. Microsoft would have to
comply with the summons.
It was a setback for Microsoft. But as the court case ground on, the
company and its allies went to work on Capitol Hill to make sure
something like this never happened again.
In the autumn of 2015, a new trade group emerged. It was called the
Coalition for Effective and Efficient Tax Administration, or CEETA. Among
the members were Microsoft, the U.S. Chamber of Commerce and a host of
other business and tech groups. The new coalition hired lobbyists at PwC,
another Big Four firm and one with a stable of well-connected former
government officials and congressional staff.
The new group’s clout soon became clear. In October 2015, just a few days
after CEETA members fired off a letter to the IRS decrying the use of
outside counsel on audits, Pam Olson, one of CEETA’s PwC lobbyists, sat
down for a two-hour meeting with Doug O’Donnell, the head of the IRS
division that audits large corporations.
“When it comes to the tax law, I don’t like the word ‘enforcement,’” Olson,
who oversaw tax policy as a Treasury Department official in the early
2000s, said in a speech to corporate tax executives that December. “Let’s
remember that the agency is the Internal Revenue Service,” she said. Olson
forwarded a copy of her speech to O’Donnell, who responded, according to
emails obtained by ProPublica, “Thanks for sharing — I appreciate your
perspective.” He said he would pass it on to other senior IRS officials.
CEETA’s lobbyists stalked the halls of Congress, urging reforms in response

to the IRS’ newfound aggression. They found a ready audience. In late
2015, a senior aide to Hatch participated in an online seminar for tax
professionals along with a senior Microsoft executive. According to a
description, participants discussed “the actions of an increasingly
aggressive IRS” and the need for reform. (The aide, Christopher
Armstrong, has since left Congress and now works as a lobbyist. He did not
respond to requests for comment.)
“Focusing on litigation destroys cooperative relationships between

taxpayers and the IRS,” read a document distributed by CEETA’s lobbyists
to lawmakers around that time and obtained by ProPublica. The proposals
targeted the three bold steps Hoory had taken in the Microsoft audit:
CEETA wanted lawmakers to curtail the IRS’ ability to block taxpayers’
access to the Office of Appeals, rein in the use of designated summons and
prohibit outside lawyers from questioning witnesses.
The IRS had used these tools to audit one of the world’s largest companies
and in few other cases. From 2010 through 2019, it blocked appeals in 13
cases (not counting Microsoft’s), used a designated summons in one case
other than Microsoft’s and hired an outside attorney on an audit once. By
comparison, from 2010 through 2018, the IRS completed about 18,000
audits of corporations with assets above $1 billion.
But CEETA members warned that the tactics posed a threat to small
businesses. The leader of one tech group testified before the House
Committee on Small Business about the IRS’ use of “intimidation tactics.”
And the Small Business and Entrepreneurship Council sent a letter to Sen.
Rob Portman, R-Ohio, warning that small business owners “certainly do
not have the resources to go up against a powerful $1,000-an-hour legal
team in a tax dispute.”
A spokesman for CEETA, Brian Cove of Financial Executives International,

said in a statement, “CEETA believed that IRS audit process changes often
spread from one part of the IRS to another and could have an impact on
small businesses.”
Portman introduced a bill that followed all three of CEETA’s

recommendations. The next year, a bipartisan group of House lawmakers
introduced a bill that largely mirrored Portman’s. CEETA cheered both
times. (The lawmakers declined to comment.) Microsoft, Coca-Cola and
Facebook, all companies that had had their path to appeals blocked,
lobbied to support one or both bills, along with a collection of tech and
business groups.
The ideas were ultimately included in a large, bipartisan bill called the
“Taxpayer First Act” with a wide range of IRS reforms. The bill contained
provisions similar to what CEETA had sought, though milder. The IRS
would have a new process to follow in order to block appeals or designate
summonses and would have to report to Congress when it did so. And the
agency would now be barred from using an outside attorney to question a
witness under oath. The bill passed overwhelmingly and was signed into
law in July.
CEETA’s success sent a clear message to the IRS, one the agency appears to
have heeded. In 2016, for example, when the IRS was locked in a battle
with Facebook, the agency considered using a designated summons since
the statute expiration was approaching. But the IRS did not use it, even
though, according to an agency court filing, “the examination team had
not completed its fact gathering efforts when the clock ran out.”
The era of daring, new initiatives has passed at the IRS. Instead, the
agency appears to have largely avoided picking fights with large
corporations and embraced the sort of cooperation urged by Microsoft and
CEETA. In part, this is because the IRS is simply too weak. The agency has
lost more than a third of its enforcement staff since 2010, and the result
has been fewer audits. For corporations with assets over $20 billion, the
audit rate has declined from about 100% in 2010 to under 50% in 2018.
The makeup of those remaining audits tells a story, too. The number of
contentious audits, where corporations disagreed with the agency’s
findings, have plummeted from 185 to 25, a drop of 86%. But audits that
ended in agreement have stayed relatively steady over the years. Not
surprisingly, audits ending in agreement tend to result in relatively small
adjustments.
Microsoft, meanwhile, has

The IRS Has Been Auditing the
continued to reap the benefits of
Largest Corporations Less
its offshore deals. In 2017, the last Aggressively
year before the new tax law cut the For corporations with assets of $20
billion or more, audits that end in
corporate rate from 35% to 21%,
disagreement have become rare.
Microsoft paid $2.4 billion in taxes
on $29.9 billion in income, a rate
of 8%. By that point, Microsoft had
stored $142 billion in profits
offshore, according to its public
filings. Only two other U.S.
companies had accrued more,
according to the Institute on
Taxation and Economic Policy:
Apple, with $246 billion, and
Pfizer, with $199 billion.
Bringing those foreign profits into 2010

the U.S., Microsoft disclosed in
2017, would have resulted in a $45 Source: IRS, ProPublica analysis.
billion tax bill. Of course, the

company didn’t do that. Instead,
like other companies that stashed
profits offshore, it waited for a
better deal. There was good reason to wait: Back in 2004, for example,
Congress had passed a tax holiday that allowed multinationals to bring
home foreign profits at a tax rate of 5.25%.
At the end of 2017, the Trump administration and Republican Congress

came through. The Tax Cuts and Jobs Act required U.S. companies to bring
home those foreign profits, but at a one-time rate ranging from 8% to
15.5%. So, instead of a $45 billion tax bill, Microsoft says it will pay $18
billion under this provision, a savings of $27 billion.
Time marches on. But the IRS and Microsoft are still in court, the clock still
stopped.
The two sides most recently brawled in 2016. As before, the fight involved
Hoory and the IRS taking a relatively aggressive position, and Microsoft
and its allies reacting with dismay.
The dispute began when Microsoft refused to turn over some documents,
most of them involving KPMG, in response to the summons. Microsoft
argued the documents were protected by a privilege for tax advice. The
government countered with an inflammatory claim: The Puerto Rico deal
was, as Hoory put it in a filing, “illusory in nature, serving no material
economic purpose except to shift income to Puerto Rico” and was thus a
tax shelter.
A tax shelter is something done mainly to avoid taxes, whether legally or

illegally, and the law provides far less protection for advice on such a
scheme. In response, Microsoft argued that its Puerto Rican company “was
a real business with real risks and was not a tax shelter.”
Its allies jumped in to help, too. The Chamber of Commerce filed an

amicus brief, arguing that “the extreme positions articulated by the
government … would chill businesses from obtaining and relying on the
uninhibited advice of their tax advisors.” Other business groups made
similar arguments.
In May 2017, Martinez ruled that he would view the disputed documents
privately and then decide whether they ought to be turned over. Nearly
three years later, he has yet to issue a ruling. (The judge was still reviewing
the question as of early January, according to a person in his chambers.)
And so, 12 years after the IRS began its audit of the Puerto Rico deal, eight
years after Hoory began his work on it, and five years after the IRS sued to
enforce its summons, the audit continues.
One day, the judge will issue his ruling. Soon after, perhaps, the summons
will be fully resolved, and the clock will start again. A few months later, the
IRS will, at long last, officially tell Microsoft what it owes. In all likelihood,
Microsoft will then file a petition in U.S. Tax Court, thus beginning a new
court battle. From there, the fight could shift to a U.S. appeals court. A
further appeal to the U.S. Supreme Court is certainly possible.
And then, eventually, perhaps someday in the mid-2020s, the audit of

Microsoft’s 2005 Puerto Rico deal will be done.
Update, Jan. 22, 2020: On Jan. 17, 2020, after this story was finalized for publication,
but before it published, U.S. District Court Judge Ricardo Martinez issued his ruling on
the remaining, disputed documents. It was another big win for the IRS in the case.
(Martinez, who had taken the better part of three years to consider the ruling, issued it
10 days after ProPublica inquired about the delay.) Almost none of the documents were
protected by various privileges, he ruled. Most crucially, he decided that all KPMG
documents must be turned over, because the firm had been promoting a tax shelter. He
wrote, “the Court finds itself unable to escape the conclusion that a significant purpose,
if not the sole purpose, of Microsoft’s transactions was to avoid or evade federal income
tax.” It’s an outcome that “serves the public interest,” he wrote, given the difficulty of the
IRS’ task of discovering underreporting of corporate taxes.
Barring an appeal, the ruling resolves the summons enforcement case and means the
audit can now be completed by the IRS in the coming months.
Paul Kiel
Paul Kiel covers business and consumer inance for ProPublica.
paul.kiel@propublica.org @paulkiel 917-512-0248
Signal: 347-573-3039

Shareholders v. LinkedIn (UpCounsel Transaction)

Uploaded by

Copyright:

Available Formats

You might also like

Shareholders v. LinkedIn (UpCounsel Transaction)

Uploaded by

Document Information

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Shareholders v. LinkedIn (UpCounsel Transaction)

Uploaded by

Copyright:

Available Formats

E-FILED

RAJ V. ABHYANKER, California SBN 233284 2/7/2020 5:31 PM

Attorneys for Plaintiffs,

SUPERIOR COURT OF CALIFORNIA

LEGALFORCE RAPC WORLDWIDE P.C. COMPLAINT FOR: 20CV363303

The accuracy of the decision made will be affected by the amount of

Respectfully submitted this Friday, February 7, 2020.

LegalForce RAPC Worldwide P.C.

Respectfully submitted this Friday, February 7, 2020.

LegalForce RAPC Worldwide P.C.

The modern way to get legal work done

Popular Legal Areas

Get Free Proposals Learn More

Get Free Proposals Learn More

Get Free Proposals Learn More

Get Free Proposals Learn More

Get Free Proposals Learn More

Get Free Proposals Learn More

Get Free Proposals Learn More

Get Free Proposals Learn More

Trusted by 10,000+ Businesses

Access to high quality attorneys on demand

Access to high quality attorneys on demand

Business attorneys have an average of 14 years of experience

260 projects on UpCounsel

Business Transactional Lawyer

Business, Finance and Technology Lawyer

Harvard Law School

Compare detailed proposals and transparent pricing

Compare detailed proposals and transparent pricing

Receive custom proposals within hours

Easily manage your legal work

Free document management and e-signature

Free Legal Documents, Forms and Articles

Start using UpCounsel today

Visit our Support Center

© 2020 UpCounsel, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL

2. Principal Place of Business and Contact Information

Last Name First Name Middle Name

Clarification of Response (if Necessary):

Last Name First Name Middle Name

Clarification of Response (if Necessary):

Last Name First Name Middle Name

Clarification of Response (if Necessary):

Last Name First Name Middle Name

Clarification of Response (if Necessary):

Agriculture Health Care Retailing

Pooled Investment Fund Other Health Care X Other Technology

Is the issuer registered as Manufacturing Travel

Oil & Gas

Revenue Range OR Aggregate Net Asset Value Range

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Investment Company Act Section 3(c)

Rule 504 (b)(1)(i) Section 3(c)(2) Section 3(c)(10)

9. Type(s) of Securities Offered (select all that apply)

X Equity Pooled Investment Fund Interests

Security to be Acquired Upon Exercise of Option, Warrant