News & Analysis as of September 14, 2024

Crowdfunding › Private Placements

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Crowdfunding is a method for raising capital whereby many individuals network and pool their funds, usually via the internet or social media. Crowdfunding methods are used in a variety of circumstances including, but not limited to, supporting charitable organizations, disaster relief, product development, artistic projects, and financing start-up companies. The passage of the JOBS Act of 2012 sought to broaden the use of crowdfunding in developing private capital for start-up companies by relaxing certain SEC investor registration requirements. less -

Rule 506 Offerings Continue to be Popular with Real Estate Companies

Whitman Legal Solutions, LLC on 2/21/2024

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

Recalibrating Regulation of Private Markets?

Mayer Brown Free Writings + Perspectives on 5/2/2022

In various public statements of late, representatives of the Securities and Exchange Commission have noted concern regarding the growth of the private markets. The statements have pointed to the fact that fundraising in the...more

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

Whitman Legal Solutions, LLC on 1/17/2022

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

Do I Need a Private Placement Memorandum to Raise Investment Capital?

Foster Swift Collins & Smith on 3/15/2021

The short answer is that it depends, but it is usually advisable and sometimes required. Let’s dig deeper. Initially, let’s discuss what a PPM is. A PPM is a document that discloses information regarding the company that is...more

Modernizing The Private Placement Framework: A Summary Of Recent SEC Rulemaking

Husch Blackwell LLP on 2/11/2021

The Securities and Exchange Commission (SEC) recently published extensive rules aimed toward modernizing aspects of the private placement framework of the federal securities laws. On January 14, 2021, the Final Rules were...more

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

Sullivan & Worcester on 12/15/2020

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

Raising Capital Through Private Placements: Rule 506(b) vs. Rule 506(c) Offerings

Manatt, Phelps & Phillips, LLP on 10/26/2020

Startups, and particularly first-time founders, typically find that raising funds is a significant, challenging and time-consuming process. There are many ways a founder can secure funding, including crowdfunding,...more

SEC Proposes Rule Changes to Improve Private Placement Rules

Kramer Levin Naftalis & Frankel LLP on 3/9/2020

On March 4, the Securities and Exchange Commission (the Commission) proposed a set of amendments to the rules and regulations under the Securities Act of 1933, as amended (the Securities Act), to simplify, harmonize and...more

Social Media Compliance Guide For Issuers, Broker-Dealers, And Advisers

Mayer Brown Free Writings + Perspectives on 7/9/2018

[author: Trevor Starer] The use of social media raises many securities law and compliance challenges for issuers, broker-dealers, and investment advisers. This Compliance Guide summarizes briefly some key principles. ...more

The Guide to Social Media and the Securities Laws

Broker-Dealer Compliance + Regulation on 8/15/2017

The growing use of social media has created challenges for federal securities regulators, who must enforce antifraud rules that were written at a time when the prevailing technology was the newspaper. This Guide...more

Securities Rules for Private Equity Financings

Hinshaw & Culbertson LLP on 8/11/2017

In order to sell securities (notes, common stock, preferred stock, membership interests in an LLC), a company must either register the sale under federal and state securities laws or find an exemption from such registration...more

Crowdfunding or Private Placement Memorandum?

Gray Reed on 3/23/2017

Spurred by the frenzy of mid-century modern furniture of the 1950s and 1960s returning in popularity, a growing number of collectors are investing in and holding vintage furniture. Capitalizing on that craze, N. Stile Sune’s...more

TechConnect - Your Law Firm Link to Industry News - September 2016

Mintz on 9/29/2016

Letter from the Editors - Dear Readers, The world of raising capital for emerging companies has experienced a revolution. Prior to the enactment of the JOBS Act in 2012, raising capital for private companies was...more

Various Ways to Raise Capital

Mintz Edge on 9/21/2016

The world of raising capital has been evolving over the last several years. Offerings of securities generally used to fall into two main buckets: (i) private placements under the old Rule 506 or (ii) a public offering. With...more

The Financial Choice Act: Implications for the U.S. Securities Legal Framework

Morrison & Foerster LLP on 9/16/2016

On September 13, 2016, the House Financial Services Committee of the United States House of Representatives (the “FSC”) formally released H.R. 5983, the “Financial CHOICE Act” (the “CHOICE Act”). While the CHOICE Act has...more

"The JOBS Act: Did It Accomplish Its Goals?"

Skadden, Arps, Slate, Meagher & Flom LLP on 7/6/2016

In the wake of the 2008 financial crisis, Congress created the Jumpstart Our Business Startups Act (JOBS Act) to encourage capital formation in order to grow businesses, create jobs and spur economic activity. Congress and...more

Financial Services Committee Approves Bills Relating to Capital Formation

Morrison & Foerster LLP - JOBS Act on 6/17/2016

The House Financial Services Committee held a markup session on June 15, 2016 to discuss a number of bills, including many relating to capital formation and the lessening of regulatory burdens for smaller reporting companies....more

The CATO Institute Assesses the Effectiveness of the JOBS Act

Morrison & Foerster LLP - JOBS Act on 5/5/2016

On May 3, 2016, the CATO Institute published a policy paper titled, “A Walk Through the JOBS Act of 2012: Deregulation in the Wake of Financial Crisis,” which assesses the JOBS Act and offers certain policy recommendations. ...more

The Equity Crowdfunding Rules: What You Need to Know

Foley & Lardner LLP on 5/5/2016

The SEC’s equity crowdfunding rules finally go into effect this month almost four years after Congress passed the JOBS Act, requiring the relaxing of certain rules on raising funds. So what does equity crowdfunding actually...more

House Financial Services Hearing on Capital Formation Bills

Morrison & Foerster LLP - JOBS Act on 4/18/2016

On Thursday, April 14th, the House Financial Services Subcommittee on Capital Markets and GSEs held a hearing at 10 am titled, The JOBS Act at Four: Examining its Impact and Proposals to Further Enhance Capital Formation. The...more

New Prospectus Exemption for Investors that Receive Suitability Advice from a Registered Investment Dealer

Bennett Jones LLP on 2/12/2016

Securities regulatory authorities in each of British Columbia, Alberta, Saskatchewan, Manitoba and New Brunswick recently announced the creation of a new prospectus exemption that will allow certain issuers to distribute...more

FINRA and OCIE: Examining Private Placements

Morrison & Foerster LLP - JOBS Act on 1/14/2016

Readers of this blog are familiar with the recent regulatory changes that have created new possibilities for non-registered capital raises in the U.S.: general solicitations in Regulation D offerings, Regulation A+,...more

SEC Advisory Committee Recommends Additional Clarity Regarding So-Called “Finders”

Seyfarth Shaw LLP on 10/8/2015

The Securities and Exchange Commission ("SEC") Advisory Committee on Small and Emerging Companies ("Advisory Committee") announced new recommendations to make it easier for small and emerging companies to raise capital using...more

Glossary of Important Securities Regulation Terms and Definitions

Adler Pollock & Sheehan P.C. on 8/20/2015

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

ACE Portal, in association with NYSE, Brings Technology to Private Equity Fundraising – An Interview with the General Counsel

Dechert LLP on 5/29/2015

In the Summer 2014 issue of the PE Newsletter we reviewed a private placement platform set up by ACE Portal, in partnership with the New York Stock Exchange, to facilitate the private placement of securities by issuers. The...more

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Crowdfunding › Private Placements

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