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Guidance Provides Path Forward for Accredited Investor Verification

As mandated by Congress in Section 201(a) of the Jumpstart Our Business Startups Act, in July 2013 the Securities and Exchange Commission (SEC) amended Rule 506 under Regulation D of the Securities Act of 1933, creating a new...more

7/18/2014 - Accredited Investors Amended Regulation C&DIs General Solicitation Registration Regulation D Rule 506(c) SEC Verification Requirements

What Do Intrastate Crowdfunding and Peep Shows Have in Common?

As a corporate lawyer, I hate subjective standards. Give me a yes or no answer, a bright-line test, a set of rules to follow—anything to help me advise my client on how to get the deal done with as little risk as possible....more

6/25/2014 - C&DIs Crowdfunding Popular SEC Startups

Recent Developments for Intrastate Crowdfunding and Social Media Use

In June 2013, the N.C. House of Representatives approved HB 680, the Jumpstart Our Business Startups Act (NC JOBS Act) by an overwhelming bipartisan vote of 103-1. Designed to utilize the “intrastate offering” exemption found...more

6/3/2014 - C&DI Crowdfunding JOBS Act Offerings Popular Proposed Legislation Public Offerings Registration SEC Securities Act of 1933 Small Business Small Offering Exemptions Startups Transacting Intrastate Business

Private Company M&A Brokers Exempt from SEC Registration

The SEC has granted relief to Mergers and Acquisitions (M&A) advisory firms to allow them to facilitate private company M&A transactions and receive transaction-based fees without registering as broker-dealers. It has long...more

3/13/2014 - Brokers No-Action Letters Registration SEC

JOBS Act Update: SEC Proposes New Rules to Update Regulation A Offerings

In mid-December, the Securities and Exchange Commission (SEC) voted to propose rules updating the framework to the existing Regulation A offering. The rules would implement new Section 3(b)(2) of the Securities Act of 1933,...more

1/15/2014 - JOBS Act Regulation A Reporting Requirements SEC Securities Act of 1933 Title IV

New Reporting Requirements Under the Iran Threat Reduction and Syria Human Rights Act of 2012

On August 10, 2012, the United States delivered its latest economic blow to Iran by enacting the Iran Threat Reduction and Syria Human Rights Act of 2012. U.S. companies have long been forbidden from engaging in most...more

1/15/2013 - Compliance Disclosure Requirements Iran Sanctions Iran Threat Reduction and Syria Human Rights Act OFAC Petrochemicals Petroleum Sanctions Securities Exchange Act Terrorism Funding WMD

We’re Still Waiting: When Will the SEC Lift the Ban on General Solicitation and Advertisements for Rule 506 and 144A Offerings?

Title II of the “Jumpstart Our Business Startups” Act (“JOBS Act”), which became law on April 5, 2012, aims to provide more flexibility for private company fundraising by eliminating the prohibition on general solicitation or...more

1/1/2013 - Advertising Fundraisers General Solicitation JOBS Act SEC

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