Startups Small Business

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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

The Florida Crowdfunding Act - An Attempt to Facilitate Capital Raising by Small Businesses in Florida

"Crowdfunding" is the collection of small amounts of money from a large number of people to fund innovative projects, artistic endeavors, and non-profit political and charitable causes through the Internet. Over the past...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

“Notable By Their Absence: Finders And Other Financial Intermediaries In Small Business Capital Formation”

Small businesses are often regarded as the catalyst for economic growth in the United States. Small businesses account for the creation of two-thirds of all new jobs, and are the incubators of innovation. The majority of...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

Should You Be an LLC or S Corp?

The answer is it depends, as a business owner, on what your goals and objectives are. Both LLCs and S corporations are tax efficient. LLCs and S corporations are both pass-through entities; meaning, generally speaking,...more

House Financial Services Committee Mark-Up of JOBS Act Bills

On May 20th, the Committee will be meeting beginning at 10am in an open session to mark up eleven bills that relate to various capital formation and JOBS Act measures. We have reported on a number of these bills in prior...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

House Small Business Committee Hearing on P2P

Last week, the House Small Business Committee held a hearing to discuss the rise of peer-to-peer lending and the availability of capital for small businesses. The testimony from leaders in the P2P sector provides an overview...more

[Event] Immigration Basics for Startup Founders - May 7, San Diego, CA

This discussion will focus on simplifying complicated immigration issues, including work visas, investor visas, and permanent residency. This talk is very relevant for our international community of entrepreneurs in San...more

Massachusetts Federal Court Holds That LLC Operating Agreement Does Not Shield Defendants from Liability for Breaching Their...

A recent decision by Judge F. Dennis Saylor of the U.S. District Court for the District of Massachusetts, Butler v. Moore, C.A. No. 10-10207-FDS U.S. Dist. LEXIS 39416 (D. Mass. Mar. 26, 2015), offers an example of how...more

OHA Ruling Shows Danger in Proposed SBA Rule

As the saying goes, unless you have been living under a rock, then you know that SBA recently proposed new rules to create a mentor-protégé program for all small businesses. ...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

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

IRS Provides Temporary Enforcement Relief for Small Employers Offering Employer Payment Plans

The IRS issued guidance providing enforcement relief through June 30, 2015 for small employers who offer employer payment plans to their employees. In the guidance, the IRS reiterated its stance that an employer payment...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

Minnesota Equity Crowdfunding Legislation Introduced

MNvest, the equity crowdfuding bill drafted by Winthrop & Weinstine attorneys Ryan Schildkraut and Zachary Robins, has passed its first House committee hearing. Schildkraut and Robins work with emerging companies in...more

Back to the Future? (Regional Exchanges and Venture Exchanges)

Last week, in connection with the meeting of the SEC’s Advisory Committee on Small and Emerging Companies, both Commissioner Aguilar and Commissioner Gallagher expressed interest in, and support for, a more thorough...more

Meeting of the SEC Advisory Committee on Small and Emerging Companies

The Securities and Exchange Commission’s Advisory Committee on Small and Emerging Companies met on March 4 to discuss various topics related to facilitating the secondary market for trading securities of small and emerging...more

White House Budget Proposal Includes Many Retirement-Related Provisions

On February 2, 2015, the White House released its Fiscal Year 2016 Budget, which includes a number of tax code changes targeting retirement savings. If enacted as presented, the proposals would have a significant effect on...more

New York’s Green Bank Committing to Diverse Transactions

New York State’s one-billion-dollar Green Bank opened for business in 2014 and has begun committing to transactions. The Green Bank’s self-professed sweet spot is investments between $5 million and $50 million. Examples of...more

Toward a Transactional Exemption for Emerging Company Investments

In “Bringing the Individual Accredited Investor Definition into the 21st Century,” which was posted on December 18th of last year, it was suggested that there might be certain common venture capital transactional structures...more

Convertible Notes – a Great Tool for Investment

So you have started your company! Maybe you have an investor or are looking for investors. How do you structure an investment to set everyone up for success? For many companies, convertible notes are the right answer....more

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