In the world of early stage investing, there exists a range of structures from the most founder friendly to the most investor friendly.
The most investor-friendly structure involves some type of a priced round in which...more
A major theme of this Blog has always been ongoing legislative, regulatory and market initiatives to reform capital markets by targeting unreasonable or outdated impediments to capital formation to make it easier for...more
The collapse of Silicon Valley Bank will have enormous repercussions for startups and VCs in ways seen and unseen. As for the unseen, SVB had deep relationships among the various players in the venture ecosystem. Founders...more
4/3/2023
/ Banking Crisis ,
Capital Raising ,
Depository Institutions ,
Emerging Growth Companies ,
FDIC ,
Investment Opportunities ,
Loans ,
Receivership ,
Silicon Valley ,
Startups ,
Venture Capital
Just last week, special purpose acquisition company The Music Acquisition Corporation (“TMAC”) called a special meeting of its stockholders. It wasn’t the special meeting it originally envisioned. TMAC was launched in...more
Two startups with competing, equally compelling technologies at the same stage of development are pitching venture capital investors for Series A funding. One startup is led by a serial entrepreneur founder, the other by a...more
2021 was a spectacular year for the American venture capital ecosystem, with VC investments, fundraising and exits all setting new highs. That according to the latest PitchBook-NVCA Venture Monitor, the self-described...more
Ever since the SPAC market exploded in late 2020 and early 2021, the SEC has sounded alarm bells through investor alerts, staff statements and public comments. In March of 2021, it warned investors not to invest in SPACs...more
The Securities and Exchange Commission announced on July 13, 2021 that it settled fraud charges against a special purpose acquisition company, its sponsor, its sponsor’s CEO and its proposed merger target for making...more
7/26/2021
/ Capital Raising ,
Due Diligence ,
Enforcement Actions ,
Initial Public Offering (IPO) ,
Investment ,
Misleading Statements ,
Private Investment in Public Equity (PIPEs) ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs)
Perhaps the most vexing threshold issue faced by any company considering a capital raise is which securities exemption to pursue. The chosen exemption largely depends on the targeted amount of the raise, as well as the...more
It’s pretty common for issuers in follow-on offerings to solicit investors from previous rounds first. Indeed, doing so is often mandatory when early investors have preemptive rights. ...more
2/16/2021
/ Accredited Investors ,
Capital Raising ,
Crowdfunding ,
Financial Regulatory Reform ,
JOBS Act ,
Regulation D ,
Rule 506 Offerings ,
Rule 506(c) ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Venture Capital
A freeze on government regulation is generally perceived by most people as being a positive development for private enterprise. Not necessarily so, however, when the regulation being frozen is itself a reform of preexisting...more
1/25/2021
/ Biden Administration ,
Capital Raising ,
Crowdfunding ,
General Solicitation ,
Offerings ,
Regulation A ,
Regulation CF ,
Regulatory Freeze ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Testing-the-Waters Communications ,
Venture Capital
You just raised $1 million in your crowdfunding offering under Title III/Regulation CF. That’s the good news. The bad news? You now have over a thousand shareholders on your cap table, making it unwieldy, an administrative...more
At the 1932 Democratic National Convention, the live band at one point burst into “Happy Days are Here Again”, FDR’s favorite, drawing raucous cheers from convention delegates. It went on to become the Democratic Party’s...more
On October 21, 2020, the United States District Court for the Southern District of New York entered a final judgment on consent against Kik Interactive Inc. to resolve the Securities and Exchange Commission’s charges that...more
11/2/2020
/ Blockchain ,
Capital Raising ,
Cryptocurrency ,
Enforcement Actions ,
Initial Coin Offering (ICOs) ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Simple Agreement for Future Tokens (SAFT) ,
Token Sales ,
Unregistered Securities ,
Virtual Currency
The Securities Exchange Commission expanded the definition of “accredited investor” by adding new categories of investors that have sufficient investment knowledge and expertise to participate in private investment...more
It’s no shocker that the Coronavirus pandemic has slowed down venture capital investment dramatically, with 2020 now on pace to be well below the high levels of the past couple of years. According to Pitchbook, VC deal flow...more
The impact of the Coronavirus and COVID-19 on venture capital investment will likely be similar to what we saw in the aftermath of the 2008 recession and the 2001 dot-com meltdown. VC investors will redirect their attention...more
Title III crowdfunding may be an attractive capital raising alternative during the current Coronavirus pandemic because it allows companies to use the internet to solicit potential investors and not be restricted to...more
On September 30, 2019, the Securities and Exchange Commission announced that blockchain developer Block.one had agreed to pay a $24 million fine to settle charges that it had engaged in an unregistered offering of securities...more
12/2/2019
/ Bad Actors ,
Blockchain ,
Capital Raising ,
Cryptocurrency ,
Digital Currency ,
Distributed Ledger Technology (DLT) ,
Enforcement Actions ,
Financial Markets ,
Initial Coin Offering (ICOs) ,
Investment ,
Offerings ,
Rescission ,
Section 5 ,
Securities Act ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Token Sales ,
Trading Platforms ,
Unregistered Securities ,
Virtual Currency
Lyft, Inc. last week completed its highly anticipated initial public offering, raising over $2.3 billion at a valuation of approximately $25 billion, and turning its co-founders Logan Green and John Zimmer into near...more
2018 was a historically good year for venture capital in the United States in terms of dollars invested by VC funds in U.S. companies, dollars raised by VC funds and dollar value of exits by VC-backed companies, according to...more
t’s not often that the House of Representatives votes nearly unanimously on anything noteworthy these days, but that’s exactly what the House did on July 17 in voting 406-4 for the “JOBS and Investor Confidence Act of...more
7/24/2018
/ Accredited Investors ,
Angel Investors ,
Capital Formation ,
Capital Raising ,
Crowdfunding ,
Early Stage Companies ,
Equity Markets ,
Financial Regulatory Reform ,
General Solicitation ,
JOBS Act ,
Legislative Agendas ,
Offerings ,
Proposed Legislation ,
Regulation D ,
Securities and Exchange Commission (SEC) ,
Special Purpose Vehicles ,
Venture Capital
A recent report on the state of Regulation Crowdfunding published by a major crowdfunding advisory firm is cause for both celebration and renewed reform efforts. The $100 million aggregate funding milestone and the prorated...more
December 11, 2017 was a day of reckoning for entrepreneurs conducting or contemplating initial coin offerings, and for securities professionals who advise them. ...more
12/18/2017
/ Blockchain ,
Capital Raising ,
Cease and Desist Orders ,
Digital Currency ,
Distributed Ledger Technology (DLT) ,
Enforcement Actions ,
Financial Markets ,
Initial Coin Offering (ICOs) ,
Popular ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Token Sales ,
Unregistered Securities ,
Virtual Currency
A recent Delaware Chancery Court decision provides important guidance on what types of defective corporate acts may be ratified under Section 204 of the Delaware General Corporation Law (the “DGCL”), and what types may not....more