Transacting Intrastate Business

News & Analysis as of

Interstate Versus Intrastate Business – What’s The Difference?

Some words are easily confused such as hyperthermia and hypothermia. In the case of the former, one is overheated and in the case of the latter, one is not warm enough. The difference becomes more understandable when one...more

Nevada Legislature Mulls Codification Of The Internal Affairs Doctrine

Delaware and Nevada are each in the business of marketing their corporate laws to businesses in other states. Thus, it should surprise no one that these states don’t appreciate it when their legal offerings are undermined by...more

SEC Adopts Changes to Regulation D and Intrastate Offerings and Proposes Use of “Universal Proxy Cards” in Contested Director...

On Oct. 26, the Securities and Exchange Commission adopted final rules increasing the threshold for offerings made under Rule 504 of Regulation D and broadening the intrastate offering exemption afforded by Rule 147. These...more

SEC Proposes to Require Universal Proxies; Adopts Final Rules to Facilitate Intrastate Offerings

On October 26, 2016, the Securities and Exchange Commission (SEC) proposed amendments to the proxy rules to require parties in contested elections to use universal proxy cards that would include the names of all board of...more

SEC Eases Rules on Intrastate Crowdfunding

On October 26 the Securities and Exchange Commission (SEC) unanimously adopted new and amended rules aimed at making it easier for companies to raise money from investors through intrastate and small offerings....more

SEC Adopts Final Rules to Facilitate Intrastate and Regional Securities Offerings

The Securities and Exchange Commission (SEC) has adopted final rules modernizing and expanding the ways in which smaller companies can raise capital. Rule 147 of the Securities Act of 1933, as amended, provides a safe...more

NOTICE: SEC Adopts Rules to Facilitate Intrastate and Regional Securities Offerings

On October 26, 2016, the Securities and Exchange Commission (SEC) adopted final rules that modernize how companies can raise money to fund their businesses through intrastate and regional securities offerings....more

SEC Adopts Final Rules Regarding Intrastate and Regional Offerings - Updated

On October 26, 2016, the Securities and Exchange Commission (the “SEC”) adopted final rules regarding intrastate and regional offerings, which largely follow the SEC’s proposed rules issued on October 30, 2015. The final...more

Will New Rule 147A Lead To A Renaissance In California Permit Applications?

Yesterday, the Securities and Exchange Commission adopted a new intrastate offering exemption under the Securities Act of 1933. Significantly, new Rule 147A will have no restrictions on offers and will not require that an...more

New SEC Rules for Intrastate and Regional Securities Offerings

The SEC has adopted final rules to modernize intrastate securities offerings under Rule 147, adopted new Rule 147A to broaden the availability of the existing safe harbor for intrastate securities offerings and amended Rule...more

SEC Adopts Final Rules Regarding Intrastate and Regional Offerings

On October 26, 2016 at an open meeting, the SEC adopted final rules regarding intrastate and regional offerings, which closely follow the SEC’s proposed rules issued on October 30, 2015. The final rules amend Securities Act...more

A New Path to Capital Opens for North Carolina Businesses

The NC PACES Act: “Providing Access to Capital for Entrepreneurs and Small Business” is expected to be signed into law very soon. After years in the making, “intrastate” crowdfunding is coming to North Carolina. ...more

Suspension By The Franchise Tax Board

Yesterday’s post concerned the two circumstances in which the Secretary of State might suspend a corporation. The California Franchise Tax Board will suspend a corporation if it fails to pay taxes, penalties, fees or...more

SEC Proposes Rule Changes to Pave the Way for Intrastate and Regional Offerings

At the same time the Securities and Exchange Commission (the “SEC”) adopted rules implementing Regulation Crowdfunding pursuant to Title III of the Jumpstart Our Business Startups Act (the “JOBS Act”), the agency proposed...more

What’s So Special About An 80% Doing Business Threshold?

In yesterday’s post, I dipped into the SEC’s proposed amendments to Rule 147, a safe harbor for intrastate offerings exempt from registration pursuant to Section 3(a)(11) of the Securities Act of 1933.  Among other things,...more

Rule 147 Changes May Cause Uptick In California Securities Qualifications

As has been widely noted, the Securities and Exchange Commission has proposed amending Rule 147 under the Securities Act of 1933.  That Rule provides a safe harbor for compliance with the Section 3(a)(11) exemption from...more

SEC Proposes to Ease Intrastate Offering Exemption to Facilitate Crowdfunding

The SEC has proposed amendments to Rule 147 under the Securities Act of 1933, which currently provides a safe harbor for compliance with the Section 3(a)(11) exemption from registration for intrastate securities offerings....more

BP Case May Again Test Limits of FERC’s “In Connection With” Enforcement Jurisdiction

A Federal Energy Regulatory Commission (FERC) Administrative Law Judge last week issued an Initial Decision finding that BP America (BP) and certain related BP entities violated FERC’s Anti-Manipulation Rule. Following a...more

Florida House and Senate Pass Intrastate Crowdfunding Legislation

In light of the SEC’s significant delay in implementing the national equity crowdfunding rules regarding the JOBS Act crowdfunding exemption, a growing number of states have recently adopted laws regulating intrastate...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

Texas Adopts Intrastate M&A Dealer Exemption

On February 16, 2015, the Texas State Securities Board voted to formally adopt their proposed Rule 139.27, which provides an exemption from dealer registration for intermediaries providing services solely in connection with...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

Recent SEC Interpretations Facilitate Intrastate Crowdfunding

The SEC has recently issued interpretations regarding Rule 147. This rule provides a safe harbor under Section 3(a)(11) of the Securities Act of 1933, as amended, which exempts from federal registration securities offered...more

Blog: SEC Staff Issues CDI Regarding Use Of The Internet In Connection With Intrastate Offerings — How Feasible Is It?

The SEC staff has posted another new CDI regarding internet communications, this one advising how issuers may conduct intrastate offerings under Rule 147 and still use the internet to communicate offers. The question is...more

SEC Says Use IP Addresses to Control Intrastate Offerings

In a new CDI, the SEC indicates it may be possible to use IP addresses to control internet communications so that offers are made only in one state and qualify for the intrastate exemption under Rule 147. In Securities Act...more

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