Accredited Investors are a class of investors whose purchases are exempt from certain SEC registration requirements. Rule 501 of Regulation D lists eight categories of investors that qualify as accredited... more +
Accredited Investors are a class of investors whose purchases are exempt from certain SEC registration requirements. Rule 501 of Regulation D lists eight categories of investors that qualify as accredited investors.
In two recent no action letters, the Securities and Exchange Commission (the “SEC”) granted no action relief for two venture capital online funding platforms, the FundersClub, Inc. (“FundersClub”) and AngelList, LLC...more
The SEC recently granted two accredited crowdfunding sites exemptions from the broker-dealer rules because the type of carried interest (or close equivalent) used to compensate the site is not transaction based compensation. ...more
My friends in the start-up community are excited about recent headlines suggesting the SEC has greenlighted crowdfunding. Leave it to the lawyer in the crowd to suggest they temper their excitement. As lawyers, we are used...more
When President Obama signed the JOBS Act almost a year ago it introduced a new era of startup financing. But until the SEC makes the required rules, the fundraising bonanza known as crowdfunding that will allow companies to...more
One of the goals of the JOBS Act was to encourage the development and use of platforms that permit accredited investors to invest in early stage and other private companies. The JOBS Act contains a provision that expressly...more
Thefundersclub.com operates a really cool website. The publicly available page advertises “The best way to invest in startups. Insider access to pre-vetted startups. Low minimum investment sizes. Free membership. Join...more
Many issuers continue to rely on California’s limited offering exemption to avoid the necessity of qualifying the offer and sale of their securities. The exemption, found in Corporations Code Section 25102(f), requires that...more
There is a bill working its way through the Minnesota state legislature that amends chapter 80A of the Minnesota Statutes to, among other things, implement investment adviser registration for investment advisers whose only...more
Last week, the Department of Corporations issued this bulletin which it styled as a “Crowdfunding Update”. The Bulletin makes several important points....more
Questions about the use of finders have bedeviled transactional lawyers for years. The need for finders is the unintended consequence of the federal and state securities law exemptions that are conditioned on the absence of a...more
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
The Jumpstart of Business Startups Act (JOBS Act) of 2012 has made it easier for Emerging Growth Companies to raise equity and debt with less SEC regulations and financial disclosures. For example Reg A+ allows you to raise...more
Regulation D offerings are a very important part of capital formation. In recent years, annual proceeds from Regulation D private offerings have totaled almost $1 trillion, approximately equal to the proceeds from all SEC...more
The Roth IRA is the better-looking (and smarter!) cousin of the traditional IRA. The Roth IRA came into existence in 1997 as part of the Taxpayer Relief Act. The provision was named for Senator William Roth of...more
On August 29, 2012, the Securities and Exchange Commission (“SEC” or the “Commission”) proposed rules to implement section 201 of the Jumpstart Our Business Startups Act (the “JOBS Act”).1 The JOBS Act directed the SEC to...more
I’ve heard it multiple times now, from angel investors and entrepreneurs alike, that the JOBS Act changed the definition of “accredited investor” in order to make it easier to be one. It’s as if President Obama and the...more
The JOBS Act, signed into law in April, directed the Securities and Exchange Commission (SEC) to remove the prohibition against general advertising and solicitation in private placements conducted under Rule 506 and Rule 144A...more
Introduction: On April 5, 2012, the Jumpstart Our Business Startups Act (the “JOBS Act”) was enacted. The stated objective for the JOBS Act is to improve access to the public capital markets for startup and emerging companies...more
The Jumpstart our Business Startups Act (JOBS Act) directed the Securities and Exchange Commission to (1) remove the prohibition under Rule 502(c) of Regulation D against general solicitation and general advertising in...more
The SEC recently issued long-awaited proposed rules to remove existing general solicitation and advertising prohibitions for private offerings and sales of securities under Rule 506 and Rule 144A under the Securities Act of...more
On August 29, 2012, the SEC announced proposed rules to eliminate the prohibition against general solicitation and general advertising in certain securities offerings. Under the proposed rules, which are mandated by the JOBS...more
On August 29, 2012, the Securities and Exchange Commission (SEC) proposed rules to implement Section 201(a) of the Jumpstart Our Business Startups Act (JOBS Act).1 Section 201(a) directs the SEC to amend Rule 506 of...more
The Securities and Exchange Commission has proposed new regulations to implement provisions of the JOBS Act, eliminating prohibitions on general solicitation and advertising in certain private placement offerings to...more
On August 29, 2012, the Securities and Exchange Commission (the “SEC”) released its first proposed rule for the implementation of the Jumpstart Our Business Startups Act (the “JOBS Act”): “Eliminating the Prohibition Against...more
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