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JOBS Act Quick Start - A brief overview of the JOBS Act - 2014 Update

In This Issue: - Introduction - The IPO on-ramp - The IPO Process - Applying Title I to other transactions - Private offerings - Crowdfunding - Regulation A+ - Exchange...more

SEC Issues Guidance on Determination and Verification of Accredited Investor Status

On July 3rd, the SEC issued guidance in the form of six new compliance and disclosure interpretations regarding accredited investor status. Two of the C&DIs relate to the calculation of income and assets for purposes of...more

New Senate Bill Introduced to Clarify Definition of General Solicitation

The text of S. 2498, introduced by Senator Murphy in late June, was finally released. The bill is titled the “HALOS Act”, or “Helping Angels Lead our Startups Act.” Angel investors have expressed concerns regarding the...more

SEC Staff Provides Rule 506(c) Verification Guidance

The SEC Staff recently provided further guidance on the provisions of Rule 506(c) of Regulation D which permit the use of general solicitation and general advertising when sales are made only to accredited investors and the...more

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

HALOS in the Making: Helping Angels Lead our Startups Act

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

SEC’s Final Municipal Advisor Registration Rules Will Take Effect on July 1, 2014

The Securities and Exchange Commission’s (SEC) temporary stay on its final municipal advisor rules under Section 15B of the Securities Exchange Act of 1934 (the “Exchange Act”) expires July 1, 2014. Accordingly, municipal...more

Crowdfunding 2.0?

On October 24, 2013, the Securities Exchange Commission (the “SEC”) published proposed rules (Release Nos. 33-9470; 34-70741) to permit companies to offer and sell securities through “regulation” crowdfunding as proposed in...more

Crowdfunding: What is it and Where is it Going?

On May 7, 2014, a group of four experts (Frank Williams, Four Bridges Capital; Gene Wright, Georgia Crowdfunding Association; Phil Shmerling, InCrowd Capital; and Zan Nicolli, Dickinson Wright) gathered via conference call...more

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

Status Updates - June 2014 #6

Debt collectors are using social media more and more frequently to try to track down people who owe money, but they are bound by restrictions in the Fair Debt Collection Practices Act when they do so, just as if they used...more

SEC Administrative Law Judge Bars Investment Manager for Misrepresenting GIPS Compliance

On May 27, 2014, an administrative law judge (ALJ) found ZPR Investment Management, Inc. (ZPRIM) and its former owner, Max Zavanelli, to have violated the Investment Advisers Act of 1940 for publishing misleading...more

Compliance Matters: What the Heck Is a Robo-adviser?

Observe families at restaurants these days and you’ll see a common image – several heads bowed over individual electronic devices. Like it or not, this is how we communicate, do business and manage our lives. We all can trade...more

SEC Decision Regarding TIC Advertisements Offers Broader Lessons About Providing Fair and Balanced Disclosures

Earlier this year, the SEC found that CapWest Securities, Inc., a defunct broker-dealer, had failed to comply with advertising rules in promoting investments that use Section 1031 of the Internal Revenue Code (“1031...more

Will This SEC Rule Boost CRE Crowdfunding?

The Securities and Exchange Commission (SEC) recently adopted a new rule that marks good news for condo-hotel developers. In the last real estate cycle, condo hotels were popular among domestic and international investors in...more

Why Startups Are Stepping on the Brakes Despite SEC Giving Green Light to General Solicitation

In September 2013, the SEC significantly relaxed restrictions that had been in place for over 80 years on companies’ ability to advertise for investors. The old rule, generally referred to as the “ban on general...more

Crowdfunding in Texas – When?

The Texas intrastate crowdfunding rules were adopted in April and the Texas Securities Board will consider comments to the rules through the end of June (even though the official deadline for comments is June 8th). The...more

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

Remarks of Sebastian Gomez Abero, Chief of the SEC’s Office of Small Business Policy, in an ALI Webcast Titled “Crowdfunding and...

On May 22, 2014, Sebastian Gomez Abero, Chief of the Office of Small Business Policy of the Division of Corporation Finance of the SEC, spoke about the SEC’s crowdfunding and Regulation A+ proposals. Mr. Gomez commented...more

"SEC Issues New Guidance for Investment Advisers Regarding Use of Social Media Testimonials"

On March 31, 2014, the Division of Investment Management (the “Division”) of the Securities and Exchange Commission (the “SEC”) issued long-awaited guidance regarding investment advisers’ use of public commentaries on social...more

AIFMD – What Actions Should Non-EEA Private Fund Managers Be Taking Now?

The Alternative Investment Fund Managers Directive (“AIFMD”), which governs alternative investment fund managers (“AIFMs”), required EU Member States (“Member States”) to implement the AIFMD into national law as of 22 July...more

Status, under the Registration Requirements of the Securities Act of 1933, of Intrastate Crowdfunded Offerings, and the Use by an...

Securities that are offered and sold only to residents of a single state by a company “resident and doing business” in that state are exempt from registration with the Securities and Exchange Commission under Section 3(a)(11)...more

SEC Staff Guidance on the Use of Social Media in Securities Offerings, Tender Offers, Business Combinations and Proxy Contests

The staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) recently provided guidance on applying its rules regarding communications in connection with securities offerings, tender...more

Crowdfunding: It’s Coming to Texas

In late April, the Texas Securities Board issued proposed regulations that would allow crowdfunding in intrastate transactions in Texas. The word on the street is that the proposed regulations will become final in August...more

SEC Issues Guidance Update on Social Media Commentary in Investment Adviser Advertising

The staff of the Division of Investment Management (Staff) of the Securities and Exchange Commission (SEC) has issued an IM Guidance Update (Guidance Update) on the use of social media in investment adviser advertising. The...more

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