Securities Act of 1933

Why Incorporation May Be Unconstitutional

by Keith Paul Bishop | Allen Matkins Leck Gamble Mallory & Natsis... on 4/29/2013

Section 25018 of the California Corporations Code provides a definition of several of the better known federal securities laws...more

FundersClub: What Does The SEC’s No-Action Relief Really Mean?

by Rani Doyle | Dentons on 4/19/2013

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

Court Of Appeal Holds Section 25504 And Section 15 Claims Are Bis In Idem

by Keith Paul Bishop | Allen Matkins Leck Gamble Mallory & Natsis... on 4/16/2013

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

The Benefits and Drawbacks of issuing Common Stock with Preferred Share features

by The R. Bernard Law Group on 4/5/2013

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

Coming To America? Six Considerations For Foreign Entrepreneurs

by The R. Bernard Law Group on 4/1/2013

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

Second Circuit Reverses Dismissal of Section 11 and 12(a)(2) Claims, Holding that Plaintiff's Allegations Were Sufficient to Plead...

by Robin Achen, John Stigi | Sheppard Mullin Richter & Hampton LLP on 3/12/2013

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

Division of Corporation Finance Issues Overview for Foreign Private Issuers Regarding Access to U.S. Capital Markets

by Carrie Eisnaugle | Holland & Knight LLP on 3/4/2013

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

A Roadmap for Audit Committees in Meeting the Challenges Posed by Enhanced Regulatory Scrutiny Under the Dodd-Frank Act

by N. Richard Janis, Jennifer Sincavage | Manatt, Phelps & Phillips, LLP on 2/25/2013

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

New Freedoms & Heightened Scrutiny Complicate the US Private Fund Marketing Environment

by Thomas M. Devaney | Morrison & Foerster LLP on 2/22/2013

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

Silver Hills May Tarnish Crowdfunding

by Keith Paul Bishop | Allen Matkins Leck Gamble Mallory & Natsis... on 2/19/2013

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

SEC Issues Frequently Asked Questions on Exemption from Broker-Dealer Registration Under the JOBS Act

by Avi Badash, James Van De Graaff | Katten Muchin Rosenman LLP on 2/12/2013

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

Israeli Bank Sues UBS and Goldman Sachs Seeking a Combined $220 Million

by Orrick - Structured Finance Group on 2/5/2013

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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