News & Analysis as of

Regulation A

Fenwick & West LLP

Tokenized Real-World Assets: Pathways to SEC Registration

Fenwick & West LLP on

Demand for tokenized real-world assets (RWAs) is rapidly growing across the decentralized finance (DeFi) community, with growing interest among existing crypto-native participants and across the traditional finance industry...more

Williams Mullen

SEC Operations During a Government Shutdown

Williams Mullen on

Despite congressional leaders reaching a deal on Wednesday for a short-term stopgap funding extension, public reporting companies and Regulation A issuers are still left in limbo as the bill, if passed, will only extend...more

Whitman Legal Solutions, LLC

Rule 506 Offerings Continue to be Popular with Real Estate Companies

Like an accordionist, real estate sponsors often seek to be innovative. Cutting-edge opportunities like crowdfunding and online selling platforms call to them. However, based on statistics from the Securities and Exchange...more

Troutman Pepper

SEC Releases Fiscal Year 2023 Enforcement Results

Troutman Pepper on

On November 14, the Securities and Exchange Commission (SEC) published its enforcement results for fiscal year 2023, which concluded on September 30. These results provide insight into the SEC's priorities and enforcement...more

Goodwin

Blind Pool REIT IPOs: Real Estate Sponsors Are Getting Ready To Jump Back In

Goodwin on

Coming out of the Great Recession, there was a rush by real estate sponsors to raise “blind pool” capital to take advantage of displacement and distress in the real estate market. From 2009 through 2010, 30 new public real...more

Goodwin

Regulation A+ SEC Developments - Recent SEC Enforcement Proceedings and SEC Comment Letter Trends

Goodwin on

In March 2015, the Securities and Exchange Commission (SEC) adopted amendments to Regulation A, which expanded the Regulation A exemption from the Securities Act of 1933 (the Securities Act) registration for public offerings...more

Buchalter

SEC Cracks Down on Regulation A Issuers

Buchalter on

Regulation A “Plus” is an exemption from registration under the Securities Act of 1933 that permits certain eligible issuers to conduct public offerings of up to $75 million in a 12-month period to accredited and unaccredited...more

Royer Cooper Cohen Braunfeld LLC

Regulation A Offerings: Alternative Real Estate Financing

With an increasing number of regional banks tightening lending standards and numerous private real estate funds pulling back on commercial real estate investing generally, many would-be real estate projects are being...more

Proskauer - Blockchain and the Law

Fraud Claims Against Token Issuer Dismissed Based on Disclosures to Accredited Investor

The organizers of an initial coin offering (ICO) recently won dismissal of an investor’s fraud claims by establishing that their public risk disclosures negated the investor’s claims of reliance on alleged misstatements. The...more

Amundsen Davis LLC

Private Placement – State and Federal Law Considerations

Amundsen Davis LLC on

Private placements can be a great resource for companies to raise capital in the current economic environment. They are cost effective in comparison to public offerings and provide greater decision-making latitude to current...more

Whitman Legal Solutions, LLC

Selling Real Estate Securities: Promoter Compensation (and why Kim Kardashian is paying a $1.26 million settlement to the SEC)

On September 30, 2022, the SEC charged Jonathan William Mikula and five other individuals with securities fraud for promoting securities without disclosing their compensation. The issuers of those securities also were charged...more

Mayer Brown Free Writings + Perspectives

Liquidity Challenges for Investors in Emerging Businesses

The US Securities and Exchange Commission’s (“SEC”) Small Business Capital Formation Advisory Committee (the “Committee”) released the agenda for its virtual meeting, to be held on Tuesday, August 2, 2022, and which plans to...more

Ward and Smith, P.A.

Alternatives to Registering a Security Offering

Ward and Smith, P.A. on

There are many ways for a company to raise capital.  Two common ways are for the principals to inject their own cash or arrange for the company to borrow it. But most banks are unwilling to lend to a company that does not...more

Whitman Legal Solutions, LLC

Real Estate Continued to Favor Rule 506(b) Offerings During the Pandemic

Under the Securities Act of 1933 (1933 Act), all securities offerings must be registered with the SEC unless there is an exemption. Registering securities is a costly and time-consuming process requiring SEC review and...more

Mayer Brown Free Writings + Perspectives

Trends in Capital Formation: The SEC’s OASB Annual Report

The SEC’s Office of the Advocate for Small Business Capital Formation (“OASB”) recently issued its 2021 Annual Report (the “Report”), which reviews the capital raising activities of a variety of companies, from startups and...more

BCLP

Crypto yield products in the crosshairs

BCLP on

A major U.S. cryptocurrency exchange recently disclosed its receipt of a Wells Notice from the SEC, which threatened charges for violating Section 5 of the Securities Act in connection with the planned launch of a “yield...more

Dorsey & Whitney LLP

OTCQX International Rule Changes Will Push Certain Canadian Companies to the OTCQB Tier

Dorsey & Whitney LLP on

The OTC Markets has published proposed rule changes that would, effective September 23, 2021, require that in order to be quoted on the OTCQX International, a company must either be an SEC reporting company, file reports with...more

Dorsey & Whitney LLP

The Lights Could Go Out on Over-the-Counter Companies on September 28, 2021

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On September 28, 2021, companies trading in the United States over-the-counter securities markets (“OTC Markets”) that do not comply with amended Rule 15c-211 will no longer be eligible for quotation on the OTC Markets,...more

Farrell Fritz, P.C.

First Ever SEC Registered Digital Token IPO May Bring Clarity to Blockchain Asset Industry

Farrell Fritz, P.C. on

On May 3, 2021, blockchain-based trading platform operator INX Ltd. announced it had completed its initial public offering of digital tokens, raising approximately $85 million in the IPO from over 7,200 institutional and...more

Mayer Brown Free Writings + Perspectives

Bad Actor Disqualification Provisions of Regulation A, Regulation CF and Regulation D

Overview - Section 926 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) requires the Securities and Exchange Commission (“SEC”) to adopt rules that would make the exemption from registration...more

Locke Lord LLP

Tier 2 Regulation A Offerings – Is Your Company Ready for a Mini-IPO?

Locke Lord LLP on

The amount of capital that companies can raise in a Regulation A (also known as a “Reg A+”) offering increased to $75 million annually, effective as of March 15, 2021. With the new offering limit, Tier 2 Reg A+ offerings,...more

Whitman Legal Solutions, LLC

Changes to Disclosure Requirements for Rule 506(b) and Regulation A Offerings

Until now, disclosure requirements for exempt securities offerings sometimes felt as disruptive as repeated metronome changes. A small business or real estate issuer might have to develop different disclosures for their Rule...more

Farrell Fritz, P.C.

Why Private Capital and Crowdfunding Markets Should be Nervous about President Biden’s Regulatory Freeze

Farrell Fritz, P.C. on

A freeze on government regulation is generally perceived by most people as being a positive development for private enterprise.  Not necessarily so, however, when the regulation being frozen is itself a reform of preexisting...more

Sullivan & Worcester

SEC Changes Rules to Improve Deal Flow for Private Companies and Investors

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In a 3-2 vote held in November 2020, the SEC approved new rules and amendments to existing rules that are intended to harmonize, simplify and improve the private placement regime that start-ups and other issuers, small and...more

Farrell Fritz, P.C.

Exempt Offering Amendments Deeper Dive, Part One: Higher Offering Caps

Farrell Fritz, P.C. on

Last month, The Securities and Exchange Commission passed sweeping reforms of the rules governing exempt offerings (the “2020 Reforms”) to make it easier for issuers to move from one exemption to another, to bring clarity and...more

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