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“Gig” Workers May Become Eligible to Receive Equity Compensation | Mintz Edge



[co-author: Sanjana Ramkumar]

The Securities and Exchange Commission (the “SEC”) recently voted to propose temporary rules to permit companies to provide equity compensation to certain workers known as “gig” or “platform” workers.

Under the Securities Act of 1933 (the “33 Act”), every offer or sale of securities must be registered with the SEC unless the issuer relies upon an exemption to such registration. Recognizing that the offers or sales of securities in the form of equity compensation differ from the regular process of raising capital from investors, a limited exemption is provided to issuers under Rule 701 of the 33 Act. Rule 701 currently exempts certain sales of securities by private companies made to compensate employees, consultants, and advisors.

Through the proposed new Rule 701, the SEC is recognizing the existence of certain types of employment relationships in the “gig economy” that fall outside the scope of the traditional employer-employee relationship. These are the “gig” or “platform” workers who have become important to the economy with the increased use of technology. Gig workers use a company’s internet platform to find a specific type of work or “gig” to provide services to end-users. Some common examples are ride-sharing, food delivery, and dog-sitting services. These workers are generally not considered employees, consultants, or advisors, and thus have not been eligible to receive securities pursuant to compensatory arrangements under Rule 701. Under the proposed amendment to Rule 701, however, companies would be permitted to compensate these platform workers with equity compensation, subject to certain conditions.

For an issuer to compensate platform workers pursuant to the proposed new Rule 701, the platform workers will have to provide bona fide services pursuant to a written contract or arrangement by means of an internet platform or other technology-based marketplace platform or system provided by the issuer. Additionally, the issuer is required to operate and control the platform, the proposed issuance of securities to the platform worker must be pursuant to a written compensation arrangement or plan, the issuer must take reasonable steps to prohibit transfer of the securities offered to the platform worker, and the securities issued must not be subject to individual bargaining or the worker’s ability to elect between payment in securities or cash. The offering per worker must be within certain caps on the amount ($75,000) during a 36-month period and a percentage of the value of the compensation (15%) received by the platform worker during a 12-month period. This exemption, if adopted, would be available for a period of five years.

The proposal is subject to a 60-day comment period following its publication in the Federal Register.

Given the benefits that equity compensation offers to both employers and employees, this exemption should provide benefits to both issuers and platform workers in the “gig economy.”

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Buccaneers’ Byron Leftwich deserves a head coaching gig now




The Tampa Bay Buccaneers are on the brink of a return to their first Super Bowl since the 2002 season, and offensive coordinator Byron Leftwich has played a key role. Spearheaded by the arrival of Tom Brady, it appears the Buccaneers are peaking at the right time.

Brady has come from New England, and despite doubts, has overperformed.  In Bruce Arians’ offense, Brady has thrown for 4,633 yards, 40 touchdowns, and 12 interceptions while completing 65.7 percent of his passes. At the age of 43, that is simply phenomenal.

While Brady and Arians are getting the credit for making their unorthodox marriage work, it appears we have forgotten one key cog in this machine: Byron Leftwich. You know, the offensive coordinator of the Buccaneers.

Why is he not getting credit for the Buccaneers’ offensive prowess? Better yet, why is he not getting any consideration for head coaching jobs?

Byron Leftwich earned his chops first by starting as an NFL quarterback for the Jacksonville Jaguars and became a backup with the Pittsburgh Steelers, Atlanta Falcons, and the Buccaneers. After he retired in 2012, he returned to the NFL as a quarterbacks coach for the Arizona Cardinals under Arians in 2017. When Arians took the Bucs job in 2019, Leftwich was tapped to be the offensive coordinator.

So far this season, Leftwich’s offense has generated the fourth-most touchdowns this season with 64. Brady is also tied for second in the NFL with Russell Wilson, with both quarterbacks throwing 40 touchdowns. Leftwich has meshed well with someone of the caliber of Brady, which is never easy.

So again, why is Leftwich not getting credit? And also, why is he not being mentioned as a head coaching candidate. Let’s roll with two theories.

The first is that Leftwich does not have much coaching experience. As a coach, this is Leftwhich’s fourth year on the sidelines. While he has done a great job combining Brady’s precision with his and Arians’ aggressiveness, one successful season alone as a coordinator may not be enough to push him into coaching interviews. Besides, it could be a chance that NFL General Managers see this season as a Brady imprint.

The second theory: while controversial, as an African American man is writing this, I can state it is possible: he is a minority. Tony Dungy touched on how he felt NFL GM’s make excuses about not hiring African American coaches. Some could have great interviews, but some GM’s may not be comfortable internally hiring a black coach.

Byron Leftwich may be a coach who they are not comfortable interviewing As Dungy alluded to speaking about it, he does not field the stereotype as a loud coach due to his skin color. We may tiptoe around this matter, but it is what it is. Hopefully, this has not affected Leftwich.

If Leftwich can pilot Brady and the Bucs to the Super Bowl, win or not, he should deserve at least a look as a head coach. However, the only thing Leftwich can do is control what he can handle.

He can start by leading a winning offensive attack against Green Bay in the NFC Championship Game.

Buccaneers, Packers, Tom Brady, Aaron Rodgers, Buccaneers Packers NFC Championship Prediction

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Politician turned actor Peter Lawson Jones lands guest-starring gig on ‘Chicago Fire,’ eyes bigger roles in movies, TV




CLEVELAND, Ohio — Reagan. Schwarzenegger. Franken. The list of actors that became politicians is a familiar one. But Peter Lawson Jones is doing it the other way. A decade after leaving public service, the former state legislator from Shaker Heights and Cuyahoga County Commissioner is now busy reading scripts, not resolutions, auditioning instead of campaigning.

“Ginger Rogers used to do everything backwards and in high heels, so I’m doing it backwards too without the high heels,” he said.

Jones, who, at 68, still practices law and does consulting work, likens his unorthodox career path to the late Fred Thompson, a lawyer during the Watergate hearings who dabbled in acting, became a United States Senator from Tennessee and then joined the cast of NBC’s “Law and Order” after leaving office.

“That’s about the closest I’ve had to, not a philosophical role model, but a career role model,” he said. “I had always dreamed of being on an episode of ‘Law and Order.’”

Jones fulfilled a version of that dream late last year by landing a guest-starring role on the popular NBC drama “Chicago Fire,” which, like the “Law and Order” franchise, is produced by Dick Wolf. The episode, titled “Funny What Reminds Us,” airs Wednesday, Jan. 27 at 9 p.m. on WKYC Channel 3.

“My character provides a lot of the drama and the pathos in this particular episode,” said Jones, who spent four days on set and shares his scenes with Eamonn Walker, who plays Battalion Chief Wallace Boden. Jones refrained from divulging too much about the episode or his character — initially identified in the script simply as “old man” — as to not spoil it for viewers.

Chicago Fire - Season 9

Eamonn Walker as Wallace Boden, Taylor Kinney as Kelly Severide appear on an episode of “Chicago Fire” on NBC. (Photo by: Adrian S. Burrows Sr./NBC)Adrian S. Burrows Sr./NBC

But he did share a recent text he received from the episode’s director, Matt Earl Beasley.

“It reads, ‘I spent the last couple of days editing our episode and I wanted to tell you what a lovely, nuanced performance you gave. Beautiful work, Peter,’” Jones recalled. “That means so much to me. That’s such an affirmation.”

The road to his most significant role since resurrecting his acting career has been long and serendipitous. Jones first caught the acting bug at Harvard University when his roommate asked him to accompany him to a play rehearsal and he ended up reading lines for roles that hadn’t been cast yet. He acted throughout college and law school and even toyed with the idea of moving to New York City to pursue it full-time.

Cut to 30 years later in 2005 when one of the plays he’d written in college, “The Family Line,” was being performed at Karamu House. He became close friends with the theater’s artistic director Terrence Spivey, who encouraged him to pursue his craft once again. In 2008, Jones, while serving as county commissioner, landed a role in “Bourbon at the Border” at the Cleveland Playhouse.

“I got some great reviews in that and I’ve been kind of hooked ever since,” Jones said.

His 22-year political career ended in 2011 when Cuyahoga County voters elected to replace the county commission form of government with a county executive and council.

“Occasionally, I miss having a voice that matters on the matters of the day and I miss being in the position to help people and organizations that deserve to be supported,” he said. Still, he’s discovered the skills he acquired being a politician and lawyer come in handy in the entertainment industry.

“The art of persuasion cuts across all three of those fields,” he said. “I always tell people, you network hard and then you work even harder.”

Initially, Jones planned on spending part of his post-political career doing some stage and voiceover work. Nothing full-time. He was acting in a play at the Weathervane Playhouse in Akron in 2011 when Corbin Bernsen (“Major League,” “L.A. Law”) came to town to direct and star in “25 Hill,” a feature film about the soapbox derby.

Following a series of fortuitous events, Jones found himself in a face-to-face meeting with an exhausted Bernsen at the end of a long day of auditioning actors.

“He glances up at me and says, ‘Oh my God, you’d be perfect to play the husband of the principal in this movie,” Jones recalled.

He booked the gig and was hooked again. He signed on with talent agencies in Cleveland, Chicago, Detroit, Atlanta and Pittsburgh to find him more roles. Over the past decade, he has amassed more than 60 credits, acting in scenes with Tyler Perry and Cicely Tyson in “Alex Cross,” and “White Boy Rick” opposite Matthew Matthew McConaughey and Bruce Dern. His appearance as a homeless man in the short-lived ABC police drama “Detroit 1-8-7” with Michael Imperioli of “The Sopranos” fame earned Jones his SAG-AFTRA card.

“Creating with individuals like this– it’s not just exciting. It’s a privilege and an honor,” he said.

But making a living as a working actor is notoriously difficult and getting a late start as Jones did doesn’t make it easier.

“Whenever I see somebody who’s been cast in a movie or TV show, I’m thinking, ‘Oh my God. They beat out hundreds of hundreds of people just to be able to say those two or three words on camera,” he said. “But I’m pretty passionate about what I do and I’ve got aspirations to do more.”

Besides “Chicago Fire,” Jones can currently be seen in a Marathon Oil commercial. He shares a scene with Daniel Kaluuya in “Judas and the Black Messiah”, the filmed-in-Cleveland movie about slain Black Panther Party leader Fred Hampton premiering in theaters and HBO Max on February 12. He also appears in the upcoming drama “Heartland,” which stars David Arquette (”Scream”) and William Mapother (Ethan from “Lost”).

His roles admittedly have been small, but his plans remain big.

“I’d love to be a regular on a show. I want to be in more movies and I want to have more starring roles,” he said. “It was great to be able to develop a character (on “Chicago Fire”) rather than just be on set for a day.”

Jones counts Eli Wallach, Christopher Plummer and Samuel L. Jackson among his inspirations: Wallach because he acted into his 90s; Plummer, who won his first Oscar at 82; and Jackson, whose career didn’t blow up until he was in his 40s.

“There is the tendency to think when you reach a certain age that the best of life is behind you and any dreams you once had, if you haven’t fulfilled them by that time, well, they’ll never be realized. But that’s not the case,” he said. “I’m a living, breathing example of never giving up on your dreams.”

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Dan Mikkelson proves he’s tough as nails, almost lands gig as contestant on reality show – Salisbury Post




As he sat watching the first season of “Tough As Nails,” the latest reality competition show from the creators of The Amazing Race, a thought crossed Dan Mikkelson’s mind.

“I said to myself, ‘I can do that,’ ” Dan said.

It was during July when Dan and his wife Winnie had decided to check out the CBS show more or less on a whim. In many ways, the show was similar to other reality TV competitions — a group of contestants from various backgrounds were brought in to compete for a prize. 

But in many ways, it was different. The competitors on “Tough As Nails” are blue collar workers like welders, firefighters and veterans, and the challenges they compete in focus on teamwork and manual labor.

As Dan and Winnie watched competitors test their physical strength and mental acuity by drilling holes, laying bricks and hauling hay bales, Winnie turned to her husband.

“I told him, ‘You can do that too,’ ” Winnie said.

That was all he needed to hear. 

“We were sitting around during all the social distancing looking for healthy and safe ways to spend our time, so I challenged myself to audition for that show,” said Dan.

An exercise enthusiast who loves to test himself, Dan had considered trying out for other reality competition shows like American Ninja Warrior. The prospect of going through a long, drawn out process, Dan said, hadn’t been worth it.

“The application process was usually going to a casting call in a big city and you wait in line for days and days,” Dan said. “It wouldn’t have been practical to go to normal casting calls.”

But this was during a pandemic, so the casting process would be almost completely virtual.

“I could make a video and I could submit it,” Dan said.

Plus, Dan fit the bill of a blue-collar worker. After working as an engineer for the city of Salisbury for 24 years, Dan retired in 2013 and started a new career as a carpenter, working with Alfred Wilson’s restoration company on construction projects. He also helps create sets for the Piedmont Players, making him more than comfortable with a saw or hammer in his hand.

In August, Dan completed the online application, sent the video off and waited. A few weeks later he got a call — they liked him.

“They contacted me back and asked me to stay in the process,” Dan said. “They went through a series of cuts and I got a series of notifications that said ‘you’re still in it.’ ”

Every time they made another cut, Dan’s sense of hope grew. He started training, spending about 10 hours each week lifting homemade weights and completing crossfit-esque workouts. Since the show makes contestants compete in manual labor tasks, Dan also turned household chores into exercises.

“I was running around the yard with wheelbarrows and picking up cinder blocks and bags of concrete and sand and digging holes, setting ladders up and down and sawing things,” Dan said.

Throughout his training, Dan remained locked in on what he was trying to accomplish.

“Whenever he’s excited about something, he does have that focus about it,” said Winnie, who did the normal workouts with Dan, but refrained from pushing wheelbarrows.

“He makes it fun for himself. It’s not like he’s locked in and stressed about it,” she said.

Dan Mikkelson stands in the doorway of the Bell Tower while working on a renovation project. Photo submitted.

Training to be a “Tough As Nails” contestant gave Dan and Winnie an excuse to remain physically fit. Along with other members of their family, the husband and wife have competed in Spartan obstacle races together. Dan himself has run five marathons and has completed triathlons. Now in his 60s, Dan has dialed back the running and has searched for more creative ways to remain fit, like trying out for a reality TV show. 

Training for the show became more than just a way to exercise — it was a distraction during quarantine.

“Throughout the whole summer it really gave my wife and I something to focus on and have fun with,” Dan said.

The cuts continued until one day in the middle of October, when Dan got a call that he was one of 18 finalists who the casting directors had whittled down after sifting through over 8,000 applications. 

The next step in the process was for him to fly out to Los Angeles, where he would quarantine for two weeks before the show’s producers selected the final 12 contestants who would appear on television.

He’d signed a non-disclosure agreement earlier in the application process, but keeping it a secret was really challenging when he was going to be out of the state for two weeks. He couldn’t tell anyone where he was going, not even the church choir.

“I had to tell them I wouldn’t be there for up to six weeks,” Dan said. “They asked ‘Why not?’ I had to lie to them because of the non-disclosure agreement. I’m like, I’m lying to the choir?”

After landing in L.A., Dan was whisked away to his hotel room and started the quarantine process. As someone who loves activity and talking to people, he expected the 14 days to be torturous, but found that it was actually a great time for more creative workouts and self-reflection.

“I was coming up with creative ways of doing exercises that was a big part of keeping me sane,” Dan said. “I also spent a lot of time reading and going over some philosophical things. It was a chance for personal introspection.”

When Dan Mikkelson made it to the final 18 potential contestents, he was flown to Los Angeles and spent two weeks quarantining. Being isolated didn’t stop him from celebrating Halloween. Photo submitted.

There were more interviews with the show’s producers, during which he made his final pitch to be on the cast. As probably the oldest potential contestant, Dan sold himself as being a coach and mentor to the younger competitors. He told stories about what made him tough as nails, including the summers he spent in a cabin in Minnesota as a kid, learning how to use hand tools and an outhouse.

On the penultimate day when the contestants found out who had made it, Dan was informed that he wasn’t among the final 12. 

“When it came down to the day they told me I was cut, I think it hurt the casting manager more than it hurt me,” Dan said. “I was kind of consoling the casting manager, letting that person know that I was ok with it and had thoroughly enjoyed the process.”

Instead of being on the show, he’ll watch season two from home with Winnie when it debuts in February. Although the show’s producers invited him to apply for season three, he’s not sure yet.

“We’ll start watching it next month and that might cause me to say ‘I want to go through the process again,’ ” Dan said. “Or, it might cause me to say, ‘I’m completely satisfied getting as close as I did and I’ll let somebody else have that opportunity this time.’ ”

Winnie would support his decision to give it another chance.

“I’m proud of how far he got in the process,” Winnie said. “I almost hope he’ll try it again.”

Either way, Dan is proud of himself for taking the chance and hopes that his tory inspires others to do the same.

“I’m so glad that I took this shot,” Dan said. “… The story I would have told is the importance of remaining active, the importance of being in tune to your life and taking shots at things you may not have a chance at winning like this.”

For a full list of the “Tough As Nails” season two cast, visit

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