Many small-to-medium sized businesses urgently need equity capital but, because of legal restrictions and the expense of raising private venture capital, these firms often give up on traditional methods of capital raising. ...more
In Indiana State District Council of Laborers & Hod Carriers Pension & Welfare Fund v. Omnicare, Inc., 2013 WL 2248970 (6th Cir. May 23, 2013), the United States Court of Appeals for the Sixth Circuit held that a claim...more
The US Court of Appeals for the Sixth Circuit recently held that pleading a claim under Section 11 of the Securities Act of 1933 does not require a showing of defendant’s knowledge of false statements in offering documents,...more
The Sixth Circuit recently made it easier for plaintiffs to bring securities suits brought under Section 11 of the Securities Act of 1933. ...more
On May 16, the Securities and Exchange Commission’s Division of Corporation Finance issued 13 new and revised Compliance and Disclosure Interpretations (C&DIs) on a range of topics under the Securities Act of 1933 (Securities...more
Section 25018 of the California Corporations Code provides a definition of several of the better known federal securities laws...more
On March 26, 2013, the United States Securities and Exchange Commission (SEC) issued a no-action letter to FundersClub Inc. and FundersClub Management LLC. There has been speculation in the crowdfunding, VC and angel investor...more
Section 15 of the Securities Act of 1933 imposes liability on control persons for violations of Sections 11 and 12 of that act. Section 25504 of the California Corporations Code imposes liability on persons who control...more
When deciding how to capitalize the company and issue stock to founders, most companies’ capital structure is such that the owners receive common stock while a reserve option pool of common stock is left for employees,...more
Foreign nationals with an interest in expanding their businesses in America often find themselves trying to navigate a complicated regulatory scheme from applying for visas to understanding U.S. laws. With clients in Europe...more
In New Jersey Carpenters Health Fund v. Royal Bank of Scotland Group, PLC, 2013 U.S. App. LEXIS 4317 (2d Cir. Mar. 1, 2013), the United States Court of Appeals for the Second Circuit reversed the dismissal of a claim for...more
On February 13, 2013, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (SEC) made available on its website a general outline of various U.S. federal securities law issues applicable...more
Audit committees must aid management in navigating an increasingly complex regulatory framework. Two recent developments arising from the passage and implementation of the Dodd-Frank Act have led to further challenges for...more
Originally published in CorporateLiveWire on February 21, 2013. The last few years have witnessed tectonic shifts in U.S. laws and regulations that effect the management and operations of hedge funds, private equity...more
Both Section 2(1) of the Securities Act of 1933 and Section 25019 of the Corporate Securities Law of 1968 provide extensional definitions of the term “security”. That is, they each list everything within the term being...more
The Securities and Exchange Commission’s Division of Trading and Markets has issued Frequently Asked Questions (FAQs) that provide guidance on the exemption from broker-dealer registration in Section 201(c) of the Jumpstart...more
On January 29, Bank Hapoalim B.M., Israel’s largest bank, filed summonses with notice against UBS AG, Goldman Sachs & Co., and their affiliates, in the Supreme Court for the State of New York....more
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