David Jenson

David Jenson

Stinson Leonard Street

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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

6/15/2015 - Acquisitions Broker-Dealer Dodd-Frank Enforcement Actions Financial Markets Mergers SEC Securities Securities Exchange Act Unregistered Brokers

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

4/1/2015 - Broker-Dealer Civil Monetary Penalty Disgorgement Enforcement Actions Investment Funds SEC

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

3/16/2015 - Crowdfunding Emerging Growth Companies Funding JOBS Act Popular Private Offerings SEC Small Business Startups Title III

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

3/6/2015 - Conservation Easements Howey Limited Liability Companies Membership Interest SEC Securities Securities Act of 1933

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

2/3/2015 - Amended Legislation Business Formation Limited Liability Companies

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

1/19/2015 - Broker-Dealer EBITDA Exemptions Model Rules NASAA No-Action Letters SEC Securities Exchange Act

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

1/12/2015 - Annual Notices Broker-Dealer Due Diligence FINRA Offerings Private Placements Strategic Enforcement Plan

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

12/18/2014 - Blue Sky Laws Electronic Filing Form D Filing NASAA Rule 506 Offerings

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

11/18/2014 - Bonds Enforcement Actions No-Action Letters SEC Social Finance

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

7/10/2014 - Blue Sky Laws Electronic Filing Form D Filing NASAA Notice Requirements Public Comment Registration

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(b) 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

6/30/2014 - Accredited Investors Broker-Dealer General Solicitation Investment Adviser Private Offerings Rule 506 Offerings Rule 506(c) SIFMA Startups

Unregistered Finder Settles With The SEC, Agrees To Pay Millions

The SEC recently settled an enforcement action against an individual alleged to have sold millions of dollars in securities on behalf of oil and gas companies without being associated with a registered broker dealer, as...more

5/19/2014 - Broker-Dealer Enforcement Actions Oil & Gas SEC Securities Securities Exchange Act Settlement

Minnesota Public Benefit Corporation Act

In This Issue: - Introduction - Minnesota Public Benefit Corporation Legislation - Effective Date - Types of Public Benefit Corporations - Establishment of a Public Benefit Corporation - Name -...more

5/1/2014 - Choice of Entity Public Benefit Corporation

Minnesota Revised Uniform Limited Liability Company Act Becomes Law

In This Issue: - Forming a Limited Liability Company - Shelf LLCs - Series LLCs - Governance - Members - Operating Agreement - Standards of Conduct - Distributions - Merger, Conversion...more

4/17/2014 - Corporate Governance LLC Operating Agreements Series LLC Shelf Corporations

New C&DIs Contemplate Intrastate Crowdfunded Offerings

This week the SEC released three new Compliance and Disclosure Interpretations (C&DIs) relating to Rule 147, which applies to securities that exempt from registration pursuant to Section 3(a)(11) of the Securities Act because...more

4/10/2014 - Advertising Compliance Crowdfunding Disclosure Requirements SEC

Proposed Changes To The Minnesota Business Corporation Act

The Minnesota legislature is considering proposed changes to the Minnesota Business Corporation Act. Among other things, the changes would...more

3/24/2014 - Business Corporation Act Dissenters Rights Secretary of State

SEC Grants Second Rule 506 Bad Actor Waiver

On December 26, 2013, the SEC granted its second waiver from disqualification from reliance on Regulation D because of prohibited conduct under new Rule 506(d). The waiver was granted to a Broker-Dealer alleged to have paid...more

1/13/2014 - Bad Actors JOBS Act Rule 506 Offerings SEC Securities Exchange Act Waivers

New Rule 506 FAQs: 20% Beneficial Owners, 506(e) Disclosure

As we’ve described previously, new Rule 506(d) imposes a number of bad actor disqualifications on certain persons that are associated with the issuer, including officers, directors, and 20% beneficial owners. On January 3,...more

1/6/2014 - Compliance Disclosure Requirements Rule 506 Offerings Rule 506(d) Rule 506(e) Securities Exchange Act

Summary Of Proposed Amendments To Regulation A

On December 18, 2013, the SEC published its proposal to modify Regulation A. The SEC is proposing to expand Regulation A into two tiers: Tier 1, for offerings of up to $5 million; and Tier 2, for offerings of up to $50...more

12/31/2013 - Debt Securities Dodd-Frank Eligibility Equity Securities Exemptions Offerings Private Equity Private Offerings Regulation A Reporting Requirements SEC Startups

Rule 506 FAQs: Some Answers, Some New Questions

On December 4, 2013, the SEC released a new batch of FAQs regarding new Rules 506(d) and 506(e). Before diving in to the clarifications provided and the new uncertainties raised by the SEC in the new FAQs, you might want to...more

12/5/2013 - Bad Actors Disclosure Requirements Disqualification Rule 506 Offerings Scienter SEC

D&O Questionnaire Update Forms For 2014

The SEC has adopted rules prohibiting “bad actors” from using Rule 506 after September 23, 2013 (the effective date of the rules), or if prohibited conduct occurred prior to the effective date of the rules, the prohibition...more

12/2/2013 - Bad Actors Board of Directors Corporate Officers Directors Disclosure Requirements Proxy Statements Rule 506 Offerings SEC

SEC Chair Discusses Potential Changes To Accredited Investor Definition

In a November 15, 2013 letter to Representative Scott Garrett (Chairman of the Subcommittee on Capital Markets and Government-Sponsored Enterprises for the House Financial Services Committee), SEC Chair Mary Jo White...more

11/19/2013 - Accredited Investors Dodd-Frank Mary Jo White SEC

SEC Releases New FAQs On General Solicitation

On November 13, 2013, the SEC released new compliance and disclosure interpretations (which we’re calling FAQs) aimed at addressing common questions relating to private offerings that make use of general solicitation under...more

11/14/2013 - Advertising Form D Filing General Solicitation JOBS Act Regulation S Rule 144A Rule 506 Offerings SEC

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