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Federal Crowdfunding: What Comes Next?

In our original article on this subject, “SEC Finally Adopts Federal Crowdfunding Rules: All That Glitters May Not Be Gold,” we discussed some of the highlights of the final federal crowdfunding rule (the “Regulation”)...more

Federal Crowdfunding: Practical Considerations For Interested Parties

This is the second of a series of articles on the final federal crowdfunding rule (the “Regulation”) recently adopted by the Securities Exchange Commission (“SEC”). As explained more fully in our original article, federal...more

Your daily dose of financial news The Brief – 4.15.16

With regulators’ rejection of big-bank living wills still very fresh in mind, the Upshot suggests that keeping powerful banks “on their toes . . . may end up playing a surprisingly important role in keeping the financial...more

To PPM or not to PPM that is the Question for many Start-Ups

Many start-up companies know they want to raise angel capital, but do not know how to proceed. They really want to know: “do I need a 50 page Private Placement Memorandum to raise money?” The answer is: “It depends, but...more

SEC Imposes Fine for Improper Research Report

In March 2016, the SEC entered into a settlement agreement with a U.S. broker-dealer, which initiated research coverage of an issuer after being invited by the issuer to participate as an underwriter for that issuer’s planned...more

Part 2: Shelf Registration Extended Offering Period

Our first post in this series examined the regulatory and contractual considerations for municipal securities issuers and conduit borrowers using shelf registration. Now we examine the equally important considerations for...more

House Financial Services Committee Mark-Up

On March 2, 2016, the Financial Services Committee will meet to mark up various proposed bills, including the following that relate to capital formation...more

SEC Advisory Committee on Small and Emerging Companies

The SEC announced the agenda for the first meeting of the reconstituted Advisory Committee. The Committee will meet on February 26th beginning at 9.30am....more

SEC Crowdfunding Primer – Regime Starting May 16, 2016

The Securities and Exchange Commission (“SEC”) recently released a primer for prospective investors that wish to partake in the new crowdfunding regime. As a reminder, starting May 16, 2016, companies can use crowdfunding to...more

SEC Issues Investor Alert on Crowdfunding

With the May 2016 effective date of the new crowdfunding rules approaching, the SEC is attempting to help prepare the market. On February 16, 2016, the SEC’s Office of Investor Education and Advocacy issued an investor...more

FINRA Proposes to Delay the Implementation Date of its New Debt Research Rule

On February 16, 2016, FINRA proposed delaying the implementation date of its new debt research rule (Rule 2422) until April 22, 2016. Currently, Rule 2422 is set to take effect on February 22, 2016. We will monitor...more

Financial Services Weekly News - February 2015 #2

Regulatory Developments - CFPB Announces Steps to Improve Checking Account Access - On Feb. 3, the CFPB announced that it was taking three steps to expand checking account access to the approximately 10 million...more

Crowdfunding Portals Begin to Register With the SEC

The SEC registration process for Title III crowdfunding portals was recently commenced. So far we are aware of one Form Funding Portal that has been filed to begin the registration process. ...more

Joining the Crowd: SEC Adopts Final Crowdfunding Regulations - Part III - Intermediaries

On October 30, the U.S. Securities and Exchange Commission (“SEC”) adopted final rules in the form of Regulation Crowdfunding to implement the securities-based crowdfunding exemption in Section 4(a)(6) of the Securities Act...more

A Financial Statement Guide Through the Seasons - Registering and Offering Securities of US Public Companies at Different Times...

Financial statement considerations can pose challenges for registering or offering securities at certain times of the company’s fiscal year. Companies often observe quarterly earnings blackouts starting around the end of a...more

Financial Statement Triggers - Requirements for New or Updated Financial Statements Can Affect Access to Capital Markets and M&A

Financial statement requirements can surprise US public companies seeking to access the capital markets or to register shares in connection with acquisitions. Fully compliant 10-K, 10-Q and 8-K reporting can be inadequate....more

December 2015 IPO Market Review

The December IPO market produced a pair of new offerings. Only once in the preceding 15-year period has the month of December seen a lower IPO count, as 2008 failed to produce a single IPO for the month in the midst of the...more

Elio Motors Poised to Raise Nearly $16 Million in Crowdfunding Offering

We previously noted that the SEC had qualified Elio Motors Regulation A+ offering – the largest to date. Now, StartEngine, the platform on which the offering is being conducted, has announced that Elio Motors has raised...more

Overview of Regulation Crowdfunding

Regulation Crowdfunding – which becomes effective May 16, 2016 -- implements the requirements of Title III of the Jumpstart Our Business Startups (JOBS) Act. The new rules will enable individuals to invest in startup...more

New Crowdfunding Rules for Issuers: Opportunities or Landmines? - Part II

This is the second of our blog posts exploring Regulation Crowdfunding and its provisions before the final rules become effective on May 16, 2016. Issuer Requirements - Certain Issuers Ineligible for...more

New Regulations on “Crowdfunding” Your Start-Up

With the so-called “sharing economy” delivering untold wealth to savvy twenty-somethings, entrepreneurs are correctly wondering how this economic phenomenon translates to capital-raising for start-ups. Enter: crowdfunding. ...more

FINRA’s Equity Research Rule

A reminder that the new equity research rules, contained in FINRA Rule 2241, became fully effective on December 24, 2015. The equity research rules, among other things, revise the quiet periods applicable to member firms...more

New Hampshire Uniform Securities Act

New Hampshire has adopted a new securities law, known as the New Hampshire Uniform Securities Act, which will become effective on January 1, 2016. It is modeled on the Uniform Securities Act (2002) (“USA 2002”), which has...more

SEC Permits EDGAR Test Filings of Crowdfunding Offerings

The SEC is permitting EDGAR test filings of Regulation Crowdfunding offerings. Under new SEC rules that take effect on May 16, 2016, companies will be permitted to offer and sell securities through crowdfunding....more

New Crowdfunding Regulations May Not Be As Helpful As They First Appear

On October 30, 2015, the Securities and Exchange Commission (SEC) adopted its final rules governing the offer and sale of securities under new Section 4(a)(6) of the Securities Act of 1933, also known as equity crowdfunding....more

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