Small Offering Exemptions

News & Analysis as of

Massachusetts Adopts Intrastate Crowdfunding Rules, Effective Immediately

The Massachusetts Securities Division has recently joined a number of other states in adopting a “crowdfunding” exemption from securities registration requirements for certain offerings made within the Commonwealth, with the...more

Maine’s Crowdfunding Goes Live

On January 1, 2015, Maine’s crowdfunding rule went effective. Maine enacted 2014 P.L. Ch. 452 “An Act to Increase Funding for Start-ups” (referred to as Maine’s “crowdfunding law”) on March 2, 2014, but companies in Maine...more

Equity Crowdfunding - A new way to raise money.

So you have a great idea for a new business but don’t have the money to get it off the ground. Equity crowdfunding is now a popular way to draw attention (and potential funders) to startups. But is it the right choice for...more

More Questions About California’s Section 25102(f) Exemption

Earlier this week, I addressed some common queries regarding California’s limited offering exemption, which is often referred to as the “F” exemption because it is found in Corporations Code Section 25102(f). Today’s post...more

Removing California Securities Legends

When I first started practicing law, the predominant exemption from qualification under the California Corporate Securities Law of 1968 was found in Corporations Code Section 25102(h). Although that exemption remains on the...more

Federal Crowdfunding Efforts Stall While Tennessee Prepares for Takeoff

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

Recurrent Rogations Regarding California’s Section 25102(f) Exemption

Section 25102(f) is perhaps the most commonly used exemption from qualification under the California Corporate Securities Law of 1968. Here are just a few of the questions that the Department of Business Oversight receives...more

Securities Regulation Legislation in the Coming 114th Congress

If the current 113th Congress is any measure, we can expect the coming 114th Congress to introduce and promote bills seeking, among other matters, to facilitate capital formation, to correct oversights in the original JOBS...more

Non-Enforcement

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

The Latest on Crowdfunding—Intrastate Intrigue

With all the constant chatter about Crowdfunding, I’ve come to realize that, as the three-year Halloween anniversary of my first post on Crowdfunding approaches, I was ahead of the curve on this one....more

Broker-Dealers Ignoring Red Flags Lead to SEC Releases and Enforcement Action

In October 2014, the SEC’s Division of Trading & Markets issued FAQs to remind broker-dealers of their obligation to conduct a reasonable inquiry when selling securities in an unregistered transaction in reliance on Section...more

Texas Adopts Intrastate Crowdfunding Exemption

On October 22, 2014, the Texas State Securities Board (the "TSSB") voted to formally adopt its proposed Rule 139.25, which provides an exemption from registration for intrastate securities offerings employing a limited...more

Securities and Governance Update

Each year, thousands of businesses and investment funds raise billions of dollars in capital through unregistered offerings under Rule 506—the most widely used exemption under Regulation D under the Securities Act of 1933, as...more

Recent Developments for Intrastate Crowdfunding and Social Media Use

In June 2013, the N.C. House of Representatives approved HB 680, the Jumpstart Our Business Startups Act (NC JOBS Act) by an overwhelming bipartisan vote of 103-1. Designed to utilize the “intrastate offering” exemption found...more

Verbatim Global Compliance - Quarterly Newsletter: Spring 2014

Canada - The Ontario Securities Commission ("OSC") recently published for comment four proposed prospectus exemptions intended to facilitate capital formation for small companies and start-ups. The four exemptions include:...more

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