The Jump-Start Our Business Start-Ups Act

The Jump-Start Our Business Start-Ups Act is a United States federal law enacted in 2012 to increase start-up companies' access to capital by easing certain restrictions on seeking and soliciting private... more +
The Jump-Start Our Business Start-Ups Act is a United States federal law enacted in 2012 to increase start-up companies' access to capital by easing certain restrictions on seeking and soliciting private investment. less -
News & Analysis as of

General Solicitation of Investors for Your Financing: Rule 506(c) of Regulation D

Previously, we discussed a startup’s most important tool for selling debt or equity securities in compliance with the Securities Act of 1933, as amended: Rule 506(b) of Regulation D. This rule is critically important to...more

SEC Advisory Committee Recommends Additional Clarity Regarding So-Called “Finders”

The Securities and Exchange Commission ("SEC") Advisory Committee on Small and Emerging Companies ("Advisory Committee") announced new recommendations to make it easier for small and emerging companies to raise capital using...more

The Short Field Guide to IPOs

Since the adoption of the Jumpstart Our Business Startups (JOBS) Act, emerging companies have a broader array of financing alternatives, including the opportunity to rely on the accommodations available to emerging growth...more

Unlawful Crowdfunding? — SEC Institutes Public Administrative and Cease-and-Desist Proceeding Against Unregistered Broker-Dealer

In a proceeding on September 28th, the SEC ordered a public hearing to be held before an Administrative Law Judge within the next two months. Further, the SEC ordered the Respondent and two companies under his control, to...more

States Challenge SEC Regulation A+

Massachusetts and Montana have taken the highly unusual step of suing the SEC over a recent amendment to Regulation A under the Securities Act of 1933. The SEC adopted "Regulation A+" (as the amended regulation is...more

SEC Advisory Committee on Small and Emerging Companies Makes Recommendations

On September 23, the Securities and Exchange Commission Advisory Committee on Small and Emerging Companies (Advisory Committee) met to discuss, and submit to the SEC, recommendations regarding (1) public company disclosure...more

Advisory Committee on Small and Emerging Companies Makes Three Written Recommendations to SEC

It was a productive morning at the last meeting of its current term for the SEC Advisory Committee on Small and Emerging Companies. The Committee, which has been renewed for two more years, approved three recommendations to...more

No Portal Necessary

With increasing frequency, we are asked whether an issuer that is considering a Regulation A offering is required to engage or use the services of a funding portal. In short, NO. A funding portal is a new type of financial...more

Integration of Private and Public Offerings 2015

I. INTRODUCTION - A. Outline Coverage - This outline reviews the SEC’s interpretations that relate to the integration of private and public offerings and the challenges they impose for the capital formation...more

Crowdfunding and Real Estate Development

The real estate development market continues to open up to crowdfunding, and the changes to capital raising for real estate projects could be significant if only a small portion of the potential of these new methods take...more

Friend of the Court and Friend of the Little Guy? State Securities Regulators Tell D.C. Circuit in Amicus Brief that SEC’s...

On September 2, 2015, the North American Securities Administrators Association (NASAA) filed an amicus brief siding with Montana and Massachusetts in a bid to overturn the SEC’s new capital-raising rule, titled Regulation A...more

Crowdfunding 101: The Four Types You Need To Know

This post was originally written by Dylan Rochon, 2015 Foley & Lardner LLP Startup Connector. The term “crowdfunding” is closely associated with websites such as and These sites provide a...more

Crowdfunding for Real Estate - Buyer Beware

Much has been made in the press lately about online crowdfunding websites that allow people to contribute money to fund business start-ups in exchange for rewards such as a copy of the finished work, a special invite to a...more

Regulation A+ Gives a Powerful Tool to Small Companies

The JOBS Act of 2012 was meant to loosen the regulations regarding private equity, opening up new classes of investors and freeing entities seeking new investment from solicitation rules put in place before color television...more

SEC Adopts Regulation A+

Newly adopted exemption to securities registration requirements may offer new capital raising opportunities for developing companies - A company that seeks to raise capital by offering or selling securities to potential...more

States File First Brief in Regulation A+ Challenge

Montana and Massachusetts have filed their first brief in their Regulation A+ challenge. They are not happy because Tier 2 offerings under Regulation A+ preempt state review of the offering. Under the text of the rule Tier 2...more

New Era in Private Capital Raising – Opening Up General Solicitation and General Advertising

The next few years may be the largest watershed event in opening up private equity capital since the 1980s when Regulation D was first published by the Securities and Exchange Commission (“SEC”). By allowing general...more

The JOBS Act - The key to a kinder, gentler public offering?

For most companies, making a public offering of their shares is nearly impossible. Historically, this has been the case because the costs and challenges of going public, let alone being public, significantly outweighed the...more

Glossary of Important Securities Regulation Terms and Definitions

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

Teaching An Old Dog New Tricks: Regulation A+ - Final Rules Amending Regulation A And the Creation of a Viable Small Issues...

Early Indications of market impact from Regulation A+ - Historically, Regulation A has been the poor cousin of the Securities Laws exemption from full-blown registration requirements, rarely used. Since the modifications...more

Citizen.VC No Action Letter: Clarity and Guidance for Conducting a Private Placement Online

The SEC has recently provided clarity as to how an issuer of securities can conduct a private placement in a password protected web page under Rule 506(b), without it being deemed a “general solicitation” and thereby being...more

How to Navigate the SEC’s Proposed Mandate on Clawbacks

US publicly listed companies should plan now for proposed stringent policies and required disclosures. Under the long-awaited proposed rules adopted by the Securities and Exchange Commission on July 1, 2015, generally,...more

Access to Capital for Small Businesses: SEC Adopts Final Rules to Implement "Regulation A+" Offering Exemption Under the JOBS Act

The new Regulation A offering exemption, which the SEC recently adopted under Title IV of the JOBS Act, has taken effect. The new rules, also known as “Regulation A+,” permit unregistered public offerings of up to US$50...more

A New Model for Clean Energy: Community Solar Gardens

Declining prices for solar equipment and generous government incentives have broadened the appeal of community solar gardens. Community solar gardens, which are arrangements in which multiple users invest in and benefit from...more

A Compilation of Enforcement and Non-Enforcement Actions

Non-Enforcement - States are Accommodating Crowdfunding Offerings While the SEC Continues to Ponder Crowdfunding Rules - The SEC first proposed rules in October 2013 for the crowdfunding exemption which was included in...more

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