Startups Securities & Exchange Commission

News & Analysis as of

DOJ’s Warning to High-Tech Companies: SAP Official Pleads Guilty To FCPA Violation

When DOJ acts, they like to make a splash. While the FCPA Paparazzi have been lamenting the “slow down” in FCPA enforcement actions and the increase in case closings, DOJ still makes its mark when it acts, and I expect more...more

Regulation A+ deserves a “D” for Disappointment

Ordinary investors have largely been excluded from opportunities to invest in tech startups due to federal securities laws. Under the Securities Act of 1933, issuers could sell their securities without burdensome disclosure...more

Corporate Investigations & White Collar Defense - August 2015

Are the Circuits A-Splitting? The Ninth Circuit Declines to Follow the Second Circuit's Insider Trading Decision in U.S. v. Newman - Why it matters: On July 6, 2015, the Ninth Circuit in U.S. v. Salman declined to...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

What is Crowdfunding Anyway?

Rarely has a capital markets concept been more ambiguous, and potentially more confusing, than crowdfunding. It seems that everyone has his or her own definition, which sometimes varies depending on the circumstances. ...more

It’s Not Crowdfunding!

Since the Regulation A+ effective date last month, a number of websites have emerged that promote “Regulation A+ crowdfunding” contributing even further to the confusion in the market regarding...more

What Do the Expanded Reg A+ Rules Mean for Your Company?

This spring, the SEC adopted final rules required by the JOBS Act, which some hoped would increase smaller companies’ access to capital. Note, this wasn’t the long-awaited crowdfunding rules, it was the expansion of...more

Crowdfunding and IP in Health and Biotech Start-ups (Part 3): Potential Dangers

This is the third in a 3-part series about the use of crowdfunding in health and biotech start-ups. We started with the story of a tech start-up which set records for funding through a Kickstarter campaign, triggering the...more

Regulation A+ goes effective today

Despite the attempt by the State of Montana’s securities division to stay the rule, Regulation A+ is effective as of today, June 19, 2015. Regulation A+ allows companies organized in the U.S. and Canada to raise money...more

SEC Says Fantasy Stock Trading Violates Securities Laws; Charges Others for Selling Illegal Security-Based Swaps

The SEC issued an Investor Alert which says fantasy stock trading for small amounts of money can violate provisions of securities laws implemented by the Dodd-Frank Act. I bet the Congressional drafters of these provisions...more

$228 Million: The Cost of Independent Contractor Misclassification for FedEx Ground in California

Yesterday, June 12, FedEx announced in papers filed with the SEC that its Ground Division “has reached an agreement in principle with [drivers] in the independent contractor litigation that is pending in …California [federal...more

Insights Newsletter - Spring 2015

In This Issue: - The Importance of Accredited Investors for Small Business Capital Formation - “All Appropriate Inquiries”: Update on the Environmental Due Diligence Standard - A Hunt for Justice Erodes...more

The Section “4(a)(1-1/2)” Exemption

At last week’s SEC Advisory Committee on Small and Emerging Companies meeting, the Committee recommended that the SEC formalize the exemption in order to promote capital formation. Currently, there also is a pending bill,...more

Crowdfunding: A New Way for Montana Companies to Raise Money

A new exemption passed in the Montana 2015 legislative session will allow Montana companies to use crowdfunding to offer and sell securities in Montana beginning July 1, 2015. This exemption is subject to various limitations...more

SEC Radically Revamps Regulation A - Part 1

Eligibility and Offering Size - For many years, SEC Regulation A languished as an exemption from registration that nobody really used. Although securities issued in a Regulation A offering are not “restricted securities”...more

Americans Stand On the Cusp of a Money Revolution

Americans are standing on the cusp of a revolution in how we access and use money, a revolution that could make our economic lives more secure and our economy more robust. Just as e-commerce freed merchants and customers from...more

SEC Adopts Rules to Implement Regulation A+, Providing New Avenue for Capital Formation

Overview - On March 25, 2015, the Securities and Exchange Commission (SEC) adopted amendments to Regulation A (Regulation A+) pursuant to Section 401 of the Jumpstart Our Business Startups Act (JOBS Act) for offers...more

Keys to Surviving Your First IPO

2014 was a big year for initial public offerings (IPOs). According to Renaissance Capital, 273 companies took the plunge in 2014, the most since 406 companies went public in 2000. Gross proceeds of $85 billion were raised,...more

Crowdfunding Gets Local: What Entrepreneurs and Start-Ups Need to Know to Capitalize on Exemptions for Intrastate Crowdfunding in...

Many entrepreneurs and start-up companies are looking for innovative ways to raise money without the red tape of the securities laws. Crowdfunding is often touted as the solution to this dilemma. In its simplest terms,...more

“A” is For Approved: SEC Finalizes Regulation A+, the Small Offering Exemption

Securities lawyers had a “first time in forever” moment on March 25, when the U.S. Securities and Exchange Commission (SEC) voted to approve landmark reforms to its Regulation A, the so-called (and until now little-used)...more

A-Okay, Regulation A+

This is a very brief, initial summary. We will be reporting on the final rule in an upcoming alert. The SEC’s proposed rules already had provided a very practical format for private issuers seeking to raise capital. The...more

Not All Investors Are Created Equal In The Eyes of the SEC: Why You Should Consider Only Accredited Investors in Your Startup

It is exciting to have people willing to invest money into your company. But before you sell any equity to friends, family or others, consider whether they are "accredited investors." ...more

Crowdfunding? Really?

Count me a Luddite when it comes to social media in general, and more specifically, the supposed potential for crowdfunding and raising capital for start-ups and small businesses. My skepticism about crowdfunding admittedly...more

Is Crowdfunding Under the JOBS Act Dead?

In a recent article titled JOBS Act State of the Union (well worth a read in full), Samuel Guzik makes the case that the SEC has given up on creating rules to implement Title III crowdfunding under the JOBS Act. Title III of...more

Advisory Committee’s Recommendations: Positive Sign for South Florida Companies

We previously discussed the SEC’s decision to allow businesses to solicit accredited investors and what this could mean for the growth of companies in Florida. Now, the SEC is weighing whether the definition of ‘accredited...more

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