General Business Securities Communications & Media

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Top 10 Legal Mistakes For Start-Ups

1. You Haven’t Lawyered Up. OK, that may be a little dramatic, but the worst case scenario is that you have a handshake deal with your co-founders. After all, we are all buds, this won’t go wrong. Even if it never goes...more

Blog: SEC, Amnesty And Others File Briefs In Support Of Upholding The Conflict Minerals Disclosure Requirement

In November, the D.C. Circuit Court of Appeals granted the petitions of the SEC and Amnesty International for panel rehearing in connection with the conflict minerals case, National Association of Manufacturers, Inc. v. SEC....more

Condo hotels: Don’t forget the secret sauce!

Condo hotels are back in vogue as “securities” - Developers particularly like the “new model” where condo hotel investments are offered as a “securities” using the new SEC Rule 506(c) for private placements with public...more

Global Crowdfunding Site Consents to SEC Censure

Last week, the Securities and Exchange Commission censured Eureeca Capital SPC, an online, securities-based crowdfunding site incorporated in the Cayman Islands, for failing to implement procedures “reasonably designed” to...more

Investor Claims NetTALK Executives Took Control of Board

On November 5, Telestrata, LLC brought a derivative shareholder action and direct action against NetTALK.com, Inc., a publicly traded telecommunication company, and NetTALK’s directors and officers, alleging that the...more

Look The Gift Horse In The Mouth (Or If It Seems Too Good To Be True, It Probably Is)

Today is Giving Tuesday, and if your inbox is anything like mine, it is full of donation requests. I encourage you to support the causes that are near and dear to you. But there also may be others asking for your money...more

Non-Enforcement

When the U.S. Congress passed the crowdfunding exemption under the Jumpstart Our Business Startups Act (the “Jobs Act”) in 2012, there was much anticipation and optimism for the ability of issuers of securities to be able to...more

D.C. Circuit to Rehear Conflict Minerals Case

On November 18, 2014, the U.S. Court of Appeals for the D.C. Circuit granted the SEC’s motion to rehear the court’s decision in NAM v. SEC. As covered in previous blog posts, the court’s NAM decision held that portions of...more

Oregon Intrastate Private Offering Exemption: Securities-Based Crowdfunding in Oregon, at Last?

Oregon is on the verge of joining a small number of other states in charting a path for its small businesses looking to raise a relatively small amount of capital through the sale of securities to a broader range of potential...more

A Closer Look at Regulation D: OfferBoard Finds Rule 506(c) Offerings Have Lowest Percentage of Funds Committed at Time of Filing;...

In “Equity Crowdfunding Under Title II of the JOBS Act: The First Year,” OfferBoard reveals many interesting findings regarding offerings under Regulation D. The white paper finds that offerings under Rule 506(c) of Reg. D...more

Posting Non-GAAP Financial Measures on Social Media

It is well documented that companies now use social media for all kinds of communications, including “traditional” SEC disclosures. As the scope of the social media disclosures continues to expand, some companies are starting...more

Conflict Minerals: D.C. Circuit to Reconsider Conflict Minerals Ruling; Initiatives Proceed in the European Union and China

Recent developments in the U.S., European Union and China underscore the dynamic nature of evolving supply chain due diligence requirements and expectations for companies sourcing tin, tantalum, tungsten and gold. The...more

Tweet, Tweet: The SEC Gets Social

The SEC recently issued an investor alert to warn investors about potential fraudulent investment schemes involving popular social media sites such as Facebook, YouTube and Twitter, turning its eye towards investor fraud...more

Blog: D.C. Circuit grants petition for panel rehearing of conflict minerals case

The D.C. Circuit court of Appeals has granted the petitions of the SEC and Amnesty International for panel rehearing (and the motion of Amnesty to file a supplemental brief) in connection with the conflict minerals case,...more

Panel to Rehear Conflict Minerals Case

The United States Court of Appeals for the District of Columbia has granted the petition for a panel rehearing (as opposed to an en banc rehearing) in the conflict minerals case. The court asked the parties to file briefs...more

An Instant Message from the CFTC: Preserve Communications – Enforcement Is Up!

The U.S. Commodity Futures Trading Commission (“CFTC”) released its annual enforcement review for 2014. The results—an impressive list of enforcement action success coupled with record fines. There were over $3.27 billion in...more

SEC Commissioners on Capital Formation

Recently, various SEC Commissioners, including Commissioner Stein and Commissioner Gallagher, have addressed issues related to capital formation in their public remarks. At a Los Angeles County Bar Association...more

fcpa Compliance and Ethics Report-Episode 106-interview with Gini Deitrich [Video]

In this episode I visit with Gini Deitrich, well-known communications and PR expert and author of the recent book Spin Sucks. Gini discusses some of her lessons from this book for the compliance practitioner. ...more

SEC Scrutiny of Crowdinvesting Sites Not Registered as Broker-Dealers

On November 10, 2014, the SEC announced a settlement with Eureeca Capital SPC, which is a crowdinvesting portal incorporated in the Cayman Islands. Eureeca’s website seeks to match foreign-based issuers with investors...more

Crowd-funding Site Named In SEC Proceeding

Raising capital through crowd-funding is one of the key provisions of the JOBS Act. It is supposed to facilitate raising small amounts of capital for start-up operations. An off-shore crowd-funding site that sold unregistered...more

Private Equity Websites and General Solicitations: A Case of Overzealous Hypersensitivity?

It’s a well-settled law of physics: for every action, there’s a reaction. In some cases, there’s overreaction – generally best avoided, but a phenomenon to which many private equity funds may have fallen victim. Here, we...more

Exempt Intrastate Offers: Advertising and Soliciting on Websites and Social Media

The SEC elaborates on how to utilize online general advertising and solicitation while complying with the requirements of the Rule 147 Exemption for Intrastate Offerings A recent Securities and Exchange Commission...more

The Latest on Crowdfunding—Intrastate Intrigue

With all the constant chatter about Crowdfunding, I’ve come to realize that, as the three-year Halloween anniversary of my first post on Crowdfunding approaches, I was ahead of the curve on this one....more

Texas Adopts Intrastate Crowdfunding Exemption

On October 22, 2014, the Texas State Securities Board (the "TSSB") voted to formally adopt its proposed Rule 139.25, which provides an exemption from registration for intrastate securities offerings employing a limited...more

SEC’s Crowdfunding Rule Proposal Turns One Year-Old - But Still Not Final

States, issuers and investors find different crowdfunding methods for raising capital while waiting for the SEC - On October 23, 2013, the U.S. Securities and Exchange Commission staff proposed a 500+ page set of rules...more

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