Blue Sky Laws: Defending State-Level Securities Violations
Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more
Issuers will likely hesitate to use some of the new changes — including the new “demo days” and “testing-the-waters” communications — due to limitations on those activities under other laws, including the Investment Company...more
Recently, I came across a very helpful table on the SEC's website. The table illustrates which offerings exempt from Section 5 of the Securities Act may be subject to state registration or qualification requirements...more
What is Crowdfunding? Crowdfunding is a marketing tool that businesses use to obtain capital from a large number of individuals, typically over the Internet....more
Earlier today, the U.S. House of Representatives passed the Accelerating Access to Capital Act aimed at facilitating the formation of capital for U.S. small businesses. The measure is a package of three bills: H.R. 4850 –...more
On June 6, 2016, the OTC Markets Group Inc., the entity operating three major over-the-counter marketplaces (“OTC”), submitted a rulemaking petition to the SEC. The petition asked the SEC to amend Regulation A+ to allow...more
At the same time the Securities and Exchange Commission (the “SEC”) adopted rules implementing Regulation Crowdfunding pursuant to Title III of the Jumpstart Our Business Startups Act (the “JOBS Act”), the agency proposed...more
Amendments to Regulation A adopted by the SEC to comply with a mandate in the JOBS Act took effect on June 19, 2015. Regulation A as amended (often referred to as “Regulation A+”) expands the maximum aggregate amount that...more
This spring, the SEC adopted final rules required by the JOBS Act, which some hoped would increase smaller companies’ access to capital. Note, this wasn’t the long-awaited crowdfunding rules, it was the expansion of...more
The Securities and Exchange Commission (Commission) recently proposed rules amending Regulation A. Regulation A currently allows an exemption from federal registration under the Securities Act of 1933 (the Securities Act) for...more
This week’s announcement by the Securities and Exchange Commission that it is proposing amendments to update and expand Regulation A has attracted quite a bit of attention. David Lynn writing in Broc’s Blog took special note...more