Due to the size and scope of the U.S. capital markets, U.S. investors can form a meaningful add-on tranche to both public and private Canadian securities offerings. However, the legal mechanics of structuring a cross-border...more
This Growth Capital Investor article references Smith Anderson attorneys Benji Jones and Merrill Mason.
A company that focuses on micro-lending for independent builders in real estate is now the first Reg A issuer to...more
IPO recovery? Last year was the most active year for IPOs in the United States since 2000. That’s right: an astounding 275 IPOs were completed in 2014, topping the 2013 total of 222 by more than 23%. Total U.S. IPO proceeds...more
One of your first tasks in financing your technology company is likely to be completing your initial equity financing with outside investors. Typically, these financings are done with a venture capital firm (“VC”), angel...more
While most of the private equity and public offering activity of franchise companies focuses on franchise brands and systems, every now and then a large, multi-unit franchisee will go public or seek private equity financing....more
In This Report:
- The Basics
- Background to Financial Statement Requirements
- What Financial Statements Must Be Included in Public Offerings?
- When Does Financial...more
In This Report:
- What Is a “Foreign Private Issuer”?
- Some Key Ways in which Foreign Private Issuers Are Treated Differently than Domestic US Issuers
On January 1, 2015, pursuant to the Invest Tennessee Exemption (ITE), crowdfunding in Tennessee became legal, granting Tennessee-based companies and investors increased access to capital and broadened opportunities to invest....more
There has been somewhat of a controversy surrounding the SEC’s rulemaking in connection with Regulation A+ under the JOBS Act. Should larger Tier 2 offerings preempt state blue sky regulation (my preference) or be subject to...more
Last week, the Securities and Exchange Commission censured Eureeca Capital SPC, an online, securities-based crowdfunding site incorporated in the Cayman Islands, for failing to implement procedures “reasonably designed” to...more
Today is Giving Tuesday, and if your inbox is anything like mine, it is full of donation requests. I encourage you to support the causes that are near and dear to you.
But there also may be others asking for your money...more
When the U.S. Congress passed the crowdfunding exemption under the Jumpstart Our Business Startups Act (the “Jobs Act”) in 2012, there was much anticipation and optimism for the ability of issuers of securities to be able to...more
On October 2, the Securities and Exchange Commission’s Division of Corporation Finance issued a new Compliance and Disclosure Interpretation (C&DI) regarding whether an issuer of securities may use its own website or social...more
In what appears to be an increasingly common practice since the Supreme Court decided Comcast Corp. v. Behrend, 133 S.Ct. 1426 (2013), the Southern District of New York recently certified a class as to liability, but rejected...more
The SEC has recently issued interpretations regarding Rule 147. This rule provides a safe harbor under Section 3(a)(11) of the Securities Act of 1933, as amended, which exempts from federal registration securities offered...more
Last week, the SEC Staff posted the following C&DI relating to Rule 147 compliance when an issuer uses its own website in connection with a securities offering....more
The SEC staff has posted another new CDI regarding internet communications, this one advising how issuers may conduct intrastate offerings under Rule 147 and still use the internet to communicate offers. The question is...more
Desktop Staleness Calendar For 2015 Offerings For Issuers With A Fiscal Year Ended December 31, 2014.
Please see full calendar below for more information....more
On August 27, the Securities and Exchange Commission (“SEC”) adopted long-awaited revisions to Regulation AB and other rules applicable to the offering of publicly issued asset-backed securities (“ABS”). These revisions...more
On August 27, the Securities and Exchange Commission at an open meeting unanimously adopted Regulation AB II (Reg AB II). The final rule provides significant revisions to Regulation AB, which provides the rules regarding the...more
A New Jersey judge earlier this year dismissed a construction defect complaint by a condominium association against the developer and contractor, finding that the lawsuit was filed outside the state’s six-year statute of...more
On August 26, the U.S. District Court for the Eastern District of Texas held that the Bitcoin investments at issue are “investment contracts” and “securities” within the meaning of the Securities Act of 1933 and the Exchange...more
Even before dealing with the intricacies of nondisclosure agreements, employment offer letters, stock restriction agreements, and incentive plans, it is not unusual for founders to have already dreamt of an IPO or sale event....more
On August 27, 2014 the Securities and Exchange Commission (the “SEC”) approved final rules relating to asset-backed securities (“ABS”) disclosure and registration (the “Final Rules”). The Final Rules are contained in a final...more
I am congenitally pessimistic and some have, shockingly, called me cynical. Early last week, while we waited for Reg AB, I would have bet more than a dollar that there would have been a number of things in this final Rule...more
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