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Bernstein Shur Business and Commerical Litigation Newsletter #51

We are pleased to present the 51st edition of the Bernstein Shur Business and Commercial Litigation Newsletter. This month, we highlight recent cases that address disputes involving the sale of “unsuitable” securities,...more

Crowdfunding Gets Local: What Entrepreneurs and Start-Ups Need to Know to Capitalize on Exemptions for Intrastate Crowdfunding in...

Many entrepreneurs and start-up companies are looking for innovative ways to raise money without the red tape of the securities laws. Crowdfunding is often touted as the solution to this dilemma. In its simplest terms,...more

Email Notice Without Consent Is Not Notice

The California General Corporation Law unequivocally authorizes the giving of notice of stockholder meetings by electronic transmission. Section 601(b) provides “Notice of a shareholders’ meeting or any report shall be given...more

Small Business Securities Bulletin: Making the Grade - SEC Finalizes Revision to Regulation A Offering, Including New Tier 2...

As we have noted in prior Bulletins, pursuant to Section 5 of the Securities Act of 1933 (Securities Act) and state securities laws, any offer and sale of a security must be registered with the Securities and Exchange...more

Client Alert: A Quick Look at Arizona’s New Crowdfunding Law (SB 1450/HB 2591)

Client Alert: A Quick Look at Arizona’s New Crowdfunding Law (SB 1450/HB 2591) - Through existing “crowdfunding,” a large number of people each provide a relatively small amount of money over the Internet for a profit...more

Crowdfunding: What It Is and What It Isn’t

THIS OUTLINE is intended to flag a number of things about Crowdfunding that counsel should consider and in guiding entrepreneurial clients and small issuers with this developing capital formation exemption from the...more

Crowdfunding? Really?

Count me a Luddite when it comes to social media in general, and more specifically, the supposed potential for crowdfunding and raising capital for start-ups and small businesses. My skepticism about crowdfunding admittedly...more

Massachusetts Adopts Intrastate Crowdfunding Rules, Effective Immediately

The Massachusetts Securities Division has recently joined a number of other states in adopting a “crowdfunding” exemption from securities registration requirements for certain offerings made within the Commonwealth, with the...more

New Rule 506 C&DI’s Require Some Explaining

Nancy Wojtas, the head of the public companies group at Cooley LLP, alerted me to the fact that the SEC staff yesterday issued 14 new Compliance & Disclosure Interpretations (C&DIs) relating to Rule 506 under Regulation D. ...more

Three’s a crowd: the SEC and the FCA look to regulate crowdfunding

On 24 October, the United States Securities and Exchange Commission (SEC) unanimously supported the idea that rules be proposed under the Jumpstart Our Business Startups Act (JOBS Act) so that start-ups could offer and sell...more

Investment Management Legal + Regulatory Update -- October 2013

- Regulatory Updates: CFTC Adopts “Substituted Compliance” Approach for Registered Investment Companies that are Commodity Pools; SEC’s Final Rules on General Solicitation and Bad Actor Disqualification for Investment...more

NASAA’s Perceived Threats

In its annual list of risks posed to investors and small businesses, NASAA once again identifies private offerings. NASAA notes that “[f]raudulent private placement offerings continue to rank as the most common product or...more

Demo Days, Pitch Events and the New Reg D

I. Introduction / Background - With the passage of the JOBS Act, the regulation governing most private securities offerings is undergoing a dramatic makeover. Congress tasked the Securities and Exchange Commission...more

Reminders for Issuers That Intend to Use General Solicitation

Privately held operating company issuers (as distinguished from private funds) should plan ahead if they intend to use general solicitation for Rule 506(c) offerings after September 23, 2013. Here are just a few...more

Read All About It-Newspaper Reporting And FCPA Allegations

One of the avenues rarely discussed for allegations of violations of the Foreign Corrupt Practices Act (FCPA) to work their way to the Department of Justice (DOJ) or Securities and Exchange Commission (SEC) is through good...more

SEC Rule 506 Amendments and Blue Sky

The Securities and Exchange Commission took some long-awaited action in the area of private offerings at its open meeting on July 10, 2013. The Commission issued two releases adopting final rules (i) to eliminate the...more

Securities Law Update - SEC Amends Rules on Advertising, Solicitation and "Bad Actors" for Certain Private Offerings and Proposes...

On July 10, 2013, the Securities and Exchange Commission (SEC) approved new rules that, beginning September 23, 2013, will under specified circumstances eliminate the bans on “general solicitation and general advertising”...more

SEC Proposals Regarding Private Offerings

The SEC’s proposed changes to private offerings, including proposed changes to Form D, Form D filing requirements, and temporary requirements to submit general solicitation materials, already are generating comment. ...more

New SEC Rule Allows General Solicitation Of Investors In Private Placement Offerings

A recent series of changes to Florida’s business laws and regulations are focused on creating and maintaining a competitive commercial climate for Florida companies, positioning the state as a business-friendly environment....more

Dodd-Frank Update: SEC Adopts Bad Actor Disqualifications for Private Placements under Regulation D

On July 10, 2013, the Securities and Exchange Commission (the “SEC” or “Commission”) adopted amendments to rules promulgated under Regulation D to implement Section 926 of the Dodd-Frank Wall Street Reform and Consumer...more

SEC Adopts Rules Prohibiting Private Placements by So-Called "Bad Actors"

On July 10, 2013, the SEC adopted amendments to Rules 501 and 506, as required under Section 926 of the Dodd-Frank Act, prohibiting felons and so-called "bad actors" from participating in Rule 506 offerings of securities. The...more

Rule 156 Proposal

The SEC proposed to require private funds making Rule 506(c) offerings to file written general solicitation materials with the SEC on a temporary basis. The filings would be required to apply for a period of two years, and...more

Regulation D Study

The recent SEC adopting releases cite an updated SEC Risk Fin (now renamed the Division of Economic and Risk Analysis) study titled, Capital Raising in the U.S.: An Analysis of Unregistered Offerings Using the Regulation D...more

The SEC Adopts Rules to Allow General Solicitation in Rule 506 and Rule 144A Offerings, Adopts Rules Prohibiting “bad actors” From...

On July 10, 2013, the Securities and Exchange Commission (the “SEC”) adopted amendments to important rules used to offer securities in private placements: - The SEC adopted new Rule 506(c) of Regulation D to permit...more

SEC Lifts Advertising Ban on Private Offerings: What It Means for Private Equity, Hedge and Venture Capital Funds

On July 10, the SEC adopted a new rule that will permit many private equity funds, hedge funds and venture capital funds to use general advertising and solicitation when offering and selling interests in a fund (the “New...more

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