JOBS Act Implementation Regulations
If an issuer of a securities wishes to generally advertise their private offering of securities, they can do so under Rule 506(c) of Regulation D of the Securities Act of 1933, which would exempt the offeror from registration...more
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
As many of our readers will have heard, the Canadian Securities Administrators (“CSA”) has announced the adoption of a new prospectus exemption for certain reporting issuers listed on a Canadian stock exchange (the...more
This February 2022 Client Alert summarizes certain key U.S. federal securities laws that non-U.S. advisers should consider before offering equity interests in non-US private investment funds in the United States....more
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
In August 2020, the SEC adopted amendments to the definition of “accredited investor” that will expand participation in certain securities offerings including those conducted under Rules 506(b) and 506(c) of Regulation D,...more
On December 1, 2020, New York Attorney General Letitia James issued guidance regarding, among other things, securities issued to New York residents in private placements made pursuant to Regulation D, Rule 506 under the...more
On November 2, 2020, the Securities and Exchange Commission (SEC) adopted amendments to its exempt offering rules, including Regulation D and Regulation A (Amendments). Many of the Amendments largely harmonize the existing...more
In another 3-2 vote, on November 2, 2020 the SEC approved significant amendments to the framework for exempt offerings intended to harmonize and simplify the framework for exempt offerings under the Securities Act of 1933. ...more
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
On August 26, 2020, the Securities and Exchange Commission (the “Commission”) adopted amendments to update the definition of “accredited investor” in the Commission’s rules governing certain kinds of private securities...more
On August 26, 2020, the US Securities and Exchange Commission (the SEC) adopted amendments to Rule 215 and Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the Securities Act), which...more
On August 26, 2020, the Securities and Exchange Commission (the “SEC”) adopted final rules amending the definitions of both an “accredited investor” under Rule 501 of Regulation D and a “qualified institutional buyer” under...more
On August 26, 2020, the Securities and Exchange Commission (SEC) adopted amendments to expand the definition of “accredited investor” in Rule 215 and Rule 501(a) of Regulation D promulgated under the Securities Act of 1933,...more
The Securities and Exchange Commission on August 26, 2020 adopted amendments to the definition of “accredited investor” to: add new categories of investors (both for individuals and entities); codify long-standing SEC staff...more
On Aug. 26, 2020, the Securities and Exchange Commission (SEC) announced amendments to the definitions of “accredited investor” and “qualified institutional buyer” (QIBs) to expand the universe of investors who are eligible...more
Suppose you are planning a private musical soiree where a famous string quartet will perform. You have a core group of friends and families who regularly attend these intimate gatherings, and you expect that they will jump at...more
On December 18, 2019, the Securities and Exchange Commission (SEC) issued a proposed rule – “Amending the ‘Accredited Investor’ Definition” (the Proposed Rule) – that would expand access to private funds for certain...more
In June 2019, the Securities and Exchange Commission (the SEC) published a concept release (the Concept Release) that sought public comment on how to improve the framework for private securities offerings under the Securities...more
The U.S. Securities and Exchange Commission published a concept release on June 18, 2019 (Release), seeking public comment “on ways to simplify, harmonize, and improve” the framework for exemptions from registration under the...more
SEC is seeking public comments in its concept release in an effort to simplify, harmonize and improve the existing exempt offering framework. On June 18, 2019, the Securities and Exchange Commission (the “SEC” or the...more
There are several reasons that a California corporation may want to reincorporate to Delaware. Venture capital funds or other investors may demand a reincorporation to Delaware as a condition to financing. Cumulative voting...more
The Jumpstart Our Business Startups Act (the “JOBS Act”) included a measure directing the Securities and Exchange Commission (the “SEC” or “Commission”) to relax the prohibition against general solicitation and general...more
The SEC opinion In the Matter of Joseph P. Doxey examines compliance with Rule 506 in an alleged unlawful offering of stock totaling $57,654. The administrative law judge on summary disposition determined that Mr. Doxey...more
On October 30, 2015, the Securities and Exchange Commission (SEC) adopted final crowdfunding rules. More than two years after the publication of the proposed crowdfunding rules, the SEC approved regulations that permit...more