Using Regulation D Rule 506(c) to Raise Capital
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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
Like an accordionist, real estate sponsors often seek to be innovative. Cutting-edge opportunities like crowdfunding and online selling platforms call to them. However, based on statistics from the Securities and Exchange...more
Real estate syndication involves pooling funds from multiple investors to finance a real estate project. While syndication can be a profitable investment strategy, it also comes with various legal considerations and potential...more
Preparing for a regulatory change is like preparing to play an instrument. There are things a business must do to implement the change. And there are additional steps the business should take for a sound compliance program....more
There has been a lot of publicity and interest surrounding the direct listings of Spotify (2018) and Slack (2019) in the United States. In many respects, these transactions resemble the traditional "introduction" which has...more
The U.S. federal securities laws, the Commodity Exchange Act and regulations thereunder, and certain other applicable federal laws, rules and regulations, as well as rules of U.S. self-regulatory organizations (such as the...more
The U.S. federal securities laws and the rules of U.S. self regulatory organizations (such as the Financial Industry Regulatory Authority) impose certain reporting and compliance obligations on investment advisers and funds....more
The U.S. federal securities laws and the rules of U.S. self-regulatory organizations (such as the Financial Industry Regulatory Authority) impose certain reporting and compliance obligations on investment advisers and funds....more
FINRA has announced the adoption of the new Capital Acquisition Broker (CAB) rules. CABs, which will be able to act as brokers for merger and acquisition transactions and agents in private placements to institutional...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
Multiple firms involved in the solicitation of investment capital for the Immigrant Investor Program (also known as "EB-5") have recently been charged by the SEC with acting as unregistered brokers. Neither In re Ireeco, LLC,...more
The SEC has given the go-ahead to a venture capital firm’s plan to conduct 506(b) private placements online. On August 5, 2015, the Commission issued a no-action letter to Citizen VC, Inc., saying the firm’s proposed online...more
A CD or not a CD, That is the Question… That the Auditors Should Have Answered - A headline-grabbing SEC enforcement action last week against BDO USA and several of its national partners may lead audit firms to insist on...more
The U.S. Securities and Exchange Commission (the “SEC”) on August 6, 2015, issued a no-action letter to Citizen VC, Inc. (the “Citizen Letter”) and new compliance and disclosure interpretations (“C&DIs”), providing...more
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
The SEC has issued a Risk Alert and FAQs to remind broker-dealers of their obligations when they sell unregistered securities on behalf of clients. This occurs when founders and employees sell their initial stakes in...more
An enduring challenge of private equity is fund raising, whether in connection with fund formations, portfolio company financings or limited partner secondary sales. The recent modification of the SECs rules on general...more
Adopted by the European Parliament in 2010 and implemented by EU member states in July 2013, the Alternative Investment Fund Managers Directive (the Directive) seeks to protect investors and mitigate market instability by...more
On January 2, 2014, the Financial Industry Regulatory Authority (“FINRA”) published its annual regulatory and examination priorities letter for 2014. In the publication, FINRA addressed a number of matters, including...more
Alternative investment fund managers based outside the European Economic Area (EEA) who wish to market their alternative investment funds (AIFs) to European investors are rightly concerned about additional restrictions and...more
With general solicitation rules becoming effective on September 23, 2013, it has never been more important for companies to implement effective compliance programs when raising capital in private placement offerings. ...more
SEC and EU Supervisory Cooperation for Asset Management Industry - On July 19, the SEC announced that it signed various memoranda of understanding with the financial regulators of 25 member states of the EU and 3...more
The following information concerning new rule amendments just approved yesterday by the Securities and Exchange Commission (SEC) allows companies to engage in general solicitation of investors in private placement offerings....more
The Securities and Exchange Commission (SEC) took long-awaited action on July 10, 2013, to finalize and adopt new rules that eliminate the current prohibition against general solicitation and advertising in certain Rule 506...more