(Photo: KPCB)

The gender discrimination suit filed by Kleiner Perkins partner Ellen Pao against her employer has hit a potential snag. The hedge fund run by Ms. Pao's husband, Alphonse "Buddy" Fletcher, has filed for bankruptcy, according to Dan Primack at Fortune.

Mr. Primack points out that while the bankruptcy and the suit could easily be unrelated, the possibility of family financial disaster could provide a motive for Ms. Pao seeking damages against the company.

He writes:

If Kleiner Perkins did what Pao claims, then its motivation for lying would be fairly obvious: Protect its reputation and its assets.

If Pao is the one making up stories, now we have a possible explanation as for why: She needs a big, and quick, payday to help salvage her family's deteriorating financial situation.

Mr. Fletcher also has as somewhat litigious past, a fact some proponents of Kleiner Perkins have brought up in defense of the firm.

Of course, this could mean nothing and everything, but both points do make the landmark lawsuit rather murky.

Before the JOBS Act, demo days were only legal if presenters didn't mention money, or if every attendee was verified as an accredited investor.

Of key importance to private fund managers engaging in fundraising, the JOBS Act directs the Securities and Exchange Commission ("SEC") to eliminate the prohibition on general solicitation and advertising applicable to private offerings of securities to "accredited investors" under Rule 506 of Regulation D under the U.S. Securities Act of 1933 (the "Securities Act"). -JDSupra

For whatever reasons, sometimes startups and investors don't want to talk about money. Publicly, that is. Amongst themselves, it's quite standard.

There are myriad reasons why a source won't disclose funding information to a journalist. A deal may not have closed, a company may be trying to fly low, or the financiers involved may be minor players who don't want the spotlight. The secrecy may be because the investors and startups want to coordinate publicity in a way that has maximum impact (read: send press release exclusively to the TechCrunch rewrite robot). Sometimes, every party is worried about stepping on the other parties' toes. But the reason given is always the same—blame it on the SEC.

After the president signs the JOBS Act today, that excuse will no longer be valid.

Recently, Betabeat was given access to a website with fundraising information about a group of startups, as long as we swore to secrecy "due to security laws." Foursquare has been extremely cagey about its secondary sale of private employee stock for the same reason. The security laws excuse was already a bit questionable since the SEC never enforced this rule. The prohibition against advertising and general solicitation, originally intended to protect unsavvy common folk from being swindled into risky investments, also meant most demo days are technically illegal. But not for long!

"There are only a few hours left for you to tell me that you 'can't discuss fundraising' due to anti-marketing regulations," Fortune's Dan Primack wrote in his Term Sheet newsletter this morning. "Once Obama puts pen to paper, any reticence to talk is on you, not the government." You're all free to tell us all your fundraising details. Hooray! Tips@betabeat.com!

Just before the long weekend, Michael Buckley from Brunswick Group, a PR firm employed by Groupon, not only called peHUB reporter Connie Loizos to complain about a story, but to get her facts straight, Mr. Buckley suggested taking a look at a leaked memo from Groupon CEO Andrew Mason that somehow found its way into Kara Swisher's hands at AllThingsD. Yup, the very same leaked memo that Henry Blodget alleged violated securities law. Ms. Swisher's role in that aside, as Ms. Loizos points out, the quiet period does not permit "calling journalists and urging them to read leaked CEO letters."

As Fortune.com's Dan Primack sees it, however, the fault lies with the SEC, not Groupon. In the latest issue of the magazine, he makes his position clear with the headline, "It's time to kill the IPO quiet period."

Even Ms. Loizos seems to agree that change is in order, writing, "I don’t begrudge Brunswick for wanting to defend its client, and like a lot of people, I think the SEC’s quiet period could use some updating."

But Mr. Primack calls for throwing out the rule book altogether in part because the "antiquated" quiet period regulations only hold for the public and "ultimately protect one set of investors at the expense of another":

The irony, however, is that while Groupon cannot easily defend itself in public, it will soon be able to do so in front of a select, private audience of institutional investors who may participate in the IPO.

Companies going public typically produce an electronic road show, in which the CEO and other company executives make a presentation about the company and then take questions from prospective investors. It is available to the public online until the stock begins trading. In these sessions CEOs are instructed to keep referring to the IPO prospectus and not speak too much off the cuff.

What follows are private meetings with the money managers. Transcripts are rarely kept, and some sources say that a comment like Lefkosky's would not be unusual. Neither would an answer to a question that the CEO declined to address during the electronic road show. Even if CEOs stick to the script, hedge fund managers can watch body language and other nonverbal cues that the public never sees.

Mr. Primack's populist message that, "It's time for the SEC to let companies communicate more freely with everyone, not just the chosen few," is convincing, to a point. Mr. Primack seems certain that modern-day tech investors are savvy enough to put optimistic company-issued statements in perspective. But if execs like Groupon chairman Eric Lefkofsky gave out a soundbite about Groupon being “wildly profitable” the day after the quiet period went into effect, just imagine what he'd do with the muzzle off.

Zynga founder Mark Pincus, no doubt making a call to clear this all up.

Zynga, whose IPO Friday afternoon sent tech writers with their 4th of July bags packed into a last minute scramble, may be headquarterd out in the Valley. But its impending liquidity event will end up lining the pockets of earlylocal investors like Union Square Ventures, which reportedly owns 5.5 percent. In fact, Silicon Valley Bank's Shai Goldman called it a "fund maker" for USV. But now that the fireworks have died down, Fortune.com's Dan Primack has taken a closer look at Zynga's S-1, comparing it to earlier regulatory filings, and found some discrepancies in the sequence of investing.

According to the S-1, in February 2008, USV, along with Avalon Ventures and Foundry Group, did a combined Series A-1 investment of nearly $5 million. Notes Mr. Primack:

Except that it couldn't have happened that way.

Take a look at this regulatory filing, back from when Zynga was still known as Presidio Media. It is dated December 31, 2007, and signed by company founder and CEO Mark Pincus. At that time, Zynga listed Avalon Ventures, Foundry Group and Union Square Ventures as shareholders (i.e., two months before the S-1 suggests they first invested). Moreover, there is no mention of Series A-1 stock. Just Series A.

Mr. Primack also points to a blog post by USV's Fred Wilson from January 15, 2008 where Mr. Wilson announces USV's investment in Zynga and writes:

The financing that we provided Zynga, along with our friends Foundry Group, Avalon, Reid Hoffman, Peter Thiel, and several angels, has already allowed Zynga to double the size of its engineering team and to integrate several other social games and social game developers into their network.

In examining the classes of shares, Mr. Primack also notes other inconsistencies, including a chart in Zynga's S-1 showing repurchased shares by insiders that shows "USV and Foundry sold 'Series A' shares, while Avalon sold 'Series A-1 shares.'" Neither Zynga nor USV would offer comment and it's possible there is some kind of accounting or legal explanation for it. But let's hope this all gets cleared up pre-IPO. After all, the public market has already been rocky for some tech stocks without any mysteries embedded in their filings.

1. 1. VC fund must invest primarily in qualifying investments, which generally are equity securities directly acquired by the fund. There is an exempt basket of 20% of a fund's capital commitments.
2. 2. VC fund may not borrow or incur leverage in excess of 15% of a fund's capital.
3. 3. VC fund may not offer its investors redemption or other short-term liquidity outside of "extraordinary circumstances."
4. 4. VC fund must represent itself as pursuing a venture capital strategy.
5. 5. Must not be registered as a business development company.

Some questions remain about what this will mean for the venture arms of large corporations. The SEC voted to approve these ground rules, but so far haven't produced anything in writing.