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NJ Supreme Court Clarifies Standard for Member Expulsion under LLC Act

One of the features of the Revised Uniform Limited Liability Company Act (RULLCA) that has been adopted in Minnesota and many other states is that it allows for an LLC to expel a member by judicial order under certain...more

Legislation Creating Small Business Advocacy within the SEC Heading to the President’s Desk

On December 10, the SEC Small Business Advocate Act was approved by the Senate, clearing the way for signature by the President. The measure, which creates an advocacy office for the interests of small businesses within the...more

House Passes Creating Financial Prosperity for Businesses and Investors Act

On Monday, the House of Representatives passed the Creating Financial Prosperity for Businesses and Investors Act (H.R. 6427) (the “Act”) by a vote of 398 to 2. The Act is actually a compilation of six measures that were...more

Final MNvest Rules Adopted

On June 13, the final administrative rules implementing the MNvest intra-state crowdfunding exemption were adopted. The MNvest Rules were first proposed back in November of 2015. Yesterday's publication in the Minnesota...more

Considering Regulation Crowdfunding’s Advertising Restrictions

Robb Mandelbaum has a nice piece up at Forbes that digs into the advertising limitations that are imposed by Regulation Crowdfunding. The whole piece is worth a read, and it sparked reactions in me in a couple of spots....more

Amendments to the Minnesota Revised Uniform Limited Liability Company Act

On May 22, 2016 several amendments to the Minnesota Revised Uniform Limited Liability Company Act, Chapter 322C of the Minnesota statutes, were passed into law. While most of the changes are immaterial or administrative in...more

New C&DIs on Regulation Crowdfunding

On Friday the SEC released a new set of Compliance and Disclosure Interpretations on Regulation Crowdfunding ahead of the effective date of Regulation Crowdfunding on May 16. The C&DIs address issuer communications with the...more

Crowdfunding Investor Bulletin Issued by SEC

On February 16, 2016, the SEC posted an investor bulletin relating to equity crowdfunding intended to educate the public about the process for investing in equity crowdfunding and some of the risks involved. On May 16, 2016,...more

House to (Again) Consider Bill to Exempt M&A Brokers from Exchange Act Registration

A bill that would provide a federal statutory exemption from the broker-dealer registration requirements under Section 15(a) of the Exchange Act for certain so called “M&A brokers” has been placed on the calendar for...more

SEC Finalizes Regulation Crowdfunding — Intermediary Requirements

The Securities and Exchange Commission issued final rules to implement the equity crowdfunding provisions under the JOBS Act on October 30, 2015, termed Regulation Crowdfunding. This post analyzes the rules and requirements...more

SEC Finalizes Regulation Crowdfunding

The United States Securities and Exchange Commission has issued final rules on Regulation Crowdfunding. Our summary is set forth below. The final rules and forms are effective 180 days after publication in the Federal...more

Get Ready for Crowdfunding

The SEC is expected to vote today to approve final rules to implement Title III of the JOBS Act, which will permit so-called equity crowdfunding for the first time. It has been some three years since the SEC was tasked with...more

SEC Continues Crackdown on Unregistered Broker-Dealers

A New York man has agreed to pay almost $4.5 million to settle charges by the SEC that he violated Section 15(a) of the Exchange Act by acting as an unregistered broker-dealer. According to the SEC, starting in 2010 Joshua A....more

SEC Imposes $6 Million in Penalties for Straw Purchaser Arrangement

On March 26, 2015, the SEC settled charges against 22 parties relating to arrangements by which companies not registered as broker-dealers purchased securities on behalf of Global Fixed Income, LLC (GFI) and received...more

Is Crowdfunding Under the JOBS Act Dead?

In a recent article titled JOBS Act State of the Union (well worth a read in full), Samuel Guzik makes the case that the SEC has given up on creating rules to implement Title III crowdfunding under the JOBS Act. Title III of...more

What is a Security? Even the SEC Can’t Always Tell

On February 27, 2015, an Administrative Law Judge (ALJ) determined that, contrary to claims by the SEC, interests in an LLC that invested in conservation easements as a tax deduction mechanism were not “securities” within the...more

Forms and Tools for the Minnesota Revised Uniform Limited Liability Company Act

The effective date of the Minnesota Revised Uniform Limited Liability Company Act, August 1, 2015, is rapidly approaching. The following materials are available to implement the Act...more

Model Rule Exempting M&A Brokers Proposed by NASAA

The Broker-Dealer section of the North American Securities Administrators Association (NASAA) has proposed a model uniform state rule (the “Model Rule”) that would exempt parties that act only as deal brokers in M&A...more

Private Placement Due Diligence and Contingency Offerings Among FINRA’s 2015 Priorities

On January 6, 2015, FINRA released its 10th annual Regulatory and Examinations Priorities Letter in which it identified key areas of focus for FINRA investigations for 2015. Since the approval of FINRA Rule 5123 on June 7,...more

NASAA Unveils Online Filing System for State Form D Filings

On December 15, 2014, the North American Securities Administrators Association, Inc. (NASAA) unveiled its Electronic Filing Depository (EFD) for use in connection with state Form D filings in Rule 506 offerings. The NASAA...more

SEC Settles with Bitcoin/Litecoin Exchange Operator

The SEC recently announced a settlement in connection with the operation of unregistered virtual-currency-based stock exchanges. The settlement is instructive as to how the SEC will evaluate crypto-currency trading platforms...more

12/15/2014  /  Bitcoin , Popular , SEC , Settlement , Virtual Currency

No-Action Relief for Social Impact Financing Finder

The SEC issued a no-action letter on November 13, 2014 to Social Finance, Inc., indicating that it would not recommend enforcement action against Social Finance for its conduct as an intermediary in social impact bond (SIB)...more

Electronic Blue Sky Filings: NASAA Proposes Model State Rules

The North American Securities Administrators Association, Inc. (NASAA) has released model rules relating to the use of its Electronic Filing Depository (EFD) system for Form D and state registration and notice filings. The...more

New C&DIs on Verification of Accredited Investor Status

On July 3, 2014, the SEC released six new Compliance and Disclosure Interpretations relating to verification of prospective investors as accredited investors for purposes of Rule 506(b) and Rule 506(c). Two of these C&DIs...more

7/7/2014  /  Accredited Investors , C&DIs , IRS , Rule 506(c) , SEC

Verifying Accredited Investors in Public Rule 506 Offerings: SIFMA Guidance

On June 23, 2014, the Securities Industry and Financial Markets Association (SIFMA) published a memo outlining several specific methods for verifying accredited investor status that SIFMA believes would satisfy the...more

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