Executive Summary - On 1 March 2024, the US District Court for the Northern District of Alabama issued an opinion holding the Corporate Transparency Act (CTA) unconstitutional....more
Introduction - On 22 September 2022, we published Growing Trend of Revenue Based Financing and its Legal Implications, which described revenue-based financing (RBF) and its growing popularity for use as an alternative...more
The 2021 National Defense Authorization Act (the NDAA) was enacted into law over a presidential veto on 1 January 2021. A portion of the NDAA, the Corporate Transparency Act (the Act), imposes new beneficial ownership...more
INTRODUCTION - On 2 November 2020, the U.S. Securities and Exchange Commission (SEC) adopted significant amendments to the exempt offering framework under the Securities Act of 1933, as amended (Securities Act), to harmonize,...more
Introduction - On 26 August 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (Securities Act), which expand the...more
I. INTRODUCTION -
On December 18, 2019, the U.S. Securities and Exchange Commission (“SEC”) proposed amendments to Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (“Securities Act”),...more
Since the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) was enacted in 2010, many Republicans have advocated for its repeal. However, in one of the first bipartisan banking laws to be adopted in...more
Over the past several years, Congress has sought to incentivize investment in small businesses by allowing taxpayers to exclude gains in certain small business stock sales. Gradually, Congress continued to increase these...more
On March 25, 2015, the U.S. Securities and Exchange Commission (the “SEC” or “Commission”) adopted final rules that amend Regulation A, which provides an exemption for certain offerings of securities from the registration...more
4/24/2015
On October 9, 2014, the U.S. Securities and Exchange Commission (the “SEC” or “Commission”) held a meeting of its Investor Advisory Committee (the “AC”) to discuss recommendations from the AC subcommittees, including...more
Three events occurred during 2013 that have the potential to significantly affect angel investment around the country: (1) the Securities and Exchange Commission (“SEC”) lifted the prohibition on general solicitation for...more
9/29/2014
/ Accredited Investors ,
Angel Investors ,
Capital Gains ,
Dodd-Frank ,
Due Diligence ,
General Solicitation ,
JOBS Act ,
Popular ,
Proposed Legislation ,
Regulation D ,
Rule 144A ,
Securities and Exchange Commission (SEC) ,
Startups ,
Tax Exemptions
On July 10, 2013, the Securities and Exchange Commission (“SEC”) adopted new rules to eliminate the prohibition against general solicitation and general advertising in certain securities offerings under Rule 506(c) of...more
On July 10, 2013, the Securities and Exchange Commission (“SEC”) adopted amendments to Rule 506 of Regulation D (“Reg D”) that, among other things, prohibit issuers of securities from relying on Reg D if “bad actors” are...more
On July 10, 2013, the Securities and Exchange Commission (“SEC”) adopted rules to eliminate the prohibition against general solicitation and general advertising in certain securities offerings under Rule 506 of Regulation D...more
On November 3, 2010 and January 18, 2011, we issued client alerts discussing the opportunities provided by the Section 1202 exclusion from tax on gain realized on the sale of certain stock issued by a “qualified small...more