David Jenson

David Jenson

Stinson Leonard Street

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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

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 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

10 Minute Overview Of General Solicitation And Crowdfunding

On August 19, Nicole Strydom and I gave a 10 minute presentation on the general solicitation rules and the current status of “crowdfunding” at a ceremony to announce the finalists in the student division of the Minnesota Cup....more

8/23/2013 - Accredited Investors Crowdfunding General Solicitation JOBS Act Regulation D Rule 506 Offerings SEC

New FAQs On Broker-Dealer Registration Exemption

On February 5, 2013, the SEC released FAQs regarding Section 201 of the JOBS Act, which offers a new limited exemption from broker-dealer registration....more

2/8/2013 - Accredited Investors Broker-Dealer Exemptions JOBS Act Registration Rule 506 Offerings SEC Securities

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