Securities & Exchange Commission The Jump-Start Our Business Start-Ups Act

The United States Securities and Exchange Commission was created in 1934 in response to the Great Stock Market Crash of 1929. The Commission was created to protect investors, ensure fairness in the market, and... more +
The United States Securities and Exchange Commission was created in 1934 in response to the Great Stock Market Crash of 1929. The Commission was created to protect investors, ensure fairness in the market, and encourage capital formation. The Commission is headed by five presidentially-appointed Commissioners who oversee the Commission’s five divisions: Division of Corporation Finance, Division of Trading and Markets, Division of Enforcement, Division of Investment Management, and the Division of Risk, Strategy and Financial Information.  less -
News & Analysis as of

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

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

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

New Era of Capital Raising: Sorting Through the JOBS Act’s New Capital Raising Rules

Since the enactment of the Jumpstart Our Business Startups Act (the “JOBS Act”) in 2012, the Securities and Exchange Commission (“SEC“) has slowly been making its way through the titles to the JOBS Act to promulgate the final...more

House Financial Services Committee Reports on JOBS Act Related Bills

A flurry of activity was seen last week on the House floor as the Financial Services Committee reported on various bills, many of which JOBS Act related. These bills propose to change registration and reporting requirements...more

2015 Florida Legislative Post-Session Report

Carlton Fields Jorden Burt’s Government Law and Consulting Practice Group released its 2015 Florida Legislative Post-Session Report detailing significant bills that passed during the 2015 Regular Session of the Florida...more

Briefing on Regulation A+ Challenge to Extend Though November

The United States Court of Appeals for the District of Columbia has entered a briefing schedule in Montana’s and Massachusetts’ challenge to Regulation A+. The states’ briefs are due August 26, the SEC’s brief is due...more

Treatment of “Finders” and Disclosure Effectiveness Discussed at SEC Advisory Committee Meeting

During their July 15 open telephone meeting, the SEC’s Advisory Committee on Small and Emerging Companies continued discussion on the regulatory treatment of “finders” and disclosure effectiveness relating to small...more

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