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BCLP

New SEC Staff Guidance on Verification of Investor Accreditation in Private Placements Involving General Solicitation

BCLP on

On March 12, 2025, the SEC staff confirmed in a no-action letter that issuers may rely on high minimum investment levels, as well as investor self-certification of accredited status, in private offerings involving general...more

Thomas Fox - Compliance Evangelist

Regulatory Ramblings: Episode 65 – The Trump Administration’s Decision to Halt FCPA Enforcement – The Implications for Asia and...

Three weeks after returning to the White House, US President Donald Trump signed an executive order on February 10 directing the Justice Department to pause prosecutions of Americans accused of bribing foreign government...more

Cooley LLP

Corp Fin Issues “Verification of Accredited Investor Status” Guidance

Cooley LLP on

Last week, Corp Fin issued guidance about how to verify accredited investors in two different forms. It issued two CDIs on the topic, as well as a no-action letter that goes into more detail. [As noted in this blog by...more

Winstead PC

An Unanticipated Complication of Investing in SFR: Investors Sometimes End Up Being HOA Managers

Winstead PC on

Build-to-Rent (“BTR”) is a subsector of Single Family Rentals (“SFR”). As a subsector of SFR, BTR occupies a unique space within the U.S. residential rental market. The broader category of SFR includes scattered homes for...more

Orrick, Herrington & Sutcliffe LLP

Risk and Reward: How Starting Your Business as an LLC Could Impact QSBS Tax Savings

As a founder, deciding whether to organize your business as a corporation or a limited liability company (LLC) is a crucial first step. Corporations are often favored for their ability to attract venture capital and offer...more

Thomas Fox - Compliance Evangelist

Great Women in Compliance: Hearing the Unheard - Leading with Courage When the News Isn’t Good

There is a lot to unpack in this roundtable episode hosted by Sarah Hadden and Ellen Hunt. Listen as they flip the script on delivering bad news to explore how to educate our leaders to hear and act on bad news. Our experts...more

Thomas Fox - Compliance Evangelist

Daily Compliance News: March 19, 2025, The Why CISOs Quit Edition

Welcome to the Daily Compliance News. Each day, Tom Fox, the Voice of Compliance, brings you compliance-related stories to start your day. Sit back, enjoy a cup of morning coffee, and listen in to the Daily Compliance...more

Thomas Fox - Compliance Evangelist

Compliance Tip of the Day: Compliance By Design

Welcome to “Compliance Tip of the Day,” the podcast where we bring you daily insights and practical advice on navigating the ever-evolving landscape of compliance and regulatory requirements. Whether you’re a seasoned...more

Thomas Fox - Compliance Evangelist

Compliance into the Weeds: A Deep Dive into Employee Leaks and Corporate Culture

The award-winning Compliance into the Weeds is the only weekly podcast that takes a deep dive into a compliance-related topic, literally going into the weeds to explore a subject more fully. Are you looking for some...more

Otten Johnson Robinson Neff + Ragonetti PC

A Continuing Saga of CTA Uncertainty

On February 27, 2025, FinCEN published guidance related to the Corporate Transparency Act (the “CTA”) taking the position that it would not “issue any fines or penalties or take any other enforcement actions against any...more

K&L Gates LLP

Trust But Verify (With a Minimum Investment Amount)

K&L Gates LLP on

On 12 March 2025, the SEC staff issued a no-action letter for offerings under Rule 506(c) of Regulation D. In the letter, the Staff concurs that an issuer will have taken “reasonable steps to verify” a purchaser’s accredited...more

K&L Gates LLP

United States: New Kid on Y’all’s Block

K&L Gates LLP on

On 31 January 2025, the Texas Stock Exchange LLC (TXSE) filed a registration statement with the US Securities and Exchange Commission (SEC) to operate as a fully electronic, national securities exchange....more

Robins Kaplan LLP

A New York Partnership?

Robins Kaplan LLP on

In determining whether parties are, in fact, in a partnership depends on the conduct of the parties. Titles, labels, and disclaimers are often meaningless. Consider this scenario: In a New York City bar, two successful...more

DLA Piper

SEC Permits Rule 506(c) Accredited Investor Verification with Self-Certification

DLA Piper on

The US Securities and Exchange Commission (SEC) has published no-action guidance providing clarity to issuers relying on Rule 506(c) of Regulation D – an exempt offering pathway that permits issuers to publicly advertise an...more

Hinshaw & Culbertson - Privacy, Cyber & AI...

New CPPA Decision Means Businesses Must Review Their Privacy Compliance Processes and Consent Management Tools

The California Privacy Protection Agency (CPPA) issued a settlement order on March 12, 2025, with an vehicle manufacturer regarding its investigation of its privacy practices, where it agreed to a $632,500 settlement for 150...more

Oberheiden P.C.

Regulation CF: An Ultimate Guide to the SEC’s Crowdfunding Regulation

Oberheiden P.C. on

Early crowdfunding often broke securities laws due to unregistered offerings. In 2015, the SEC's Regulation Crowdfunding (Regulation CF) addressed this, stemming from the JOBS Act. It provides an exemption for certain...more

Thomas Fox - Compliance Evangelist

Innovation in Compliance: Nikki Rausch on Harnessing Relationships for Sales and Effective Compliance

Innovation comes in many areas, and compliance professionals need to be ready for it and embrace it. Join Tom Fox, the Voice of Compliance, as he visits with top innovative minds, thinkers, and creators in the award-winning...more

Opportune LLP

Finding the Right Change Management Techniques

Opportune LLP on

Change isn’t just a hurdle to overcome; it’s a vital part of continued business success. Yet despite a wide range of change management models, tools, and techniques, many organizations still struggle with failed...more

Seward & Kissel LLP

SEC Extends Compliance Dates for Amendments to Names Rule

Seward & Kissel LLP on

Who may be interested: Registered Investment Companies; Investment Advisers; Boards of Directors; Compliance Officers - Quick Take: The SEC recently announced a six-month extension of the compliance dates for amendments to...more

Dechert LLP

Developments in U.S. Securities Fraud Class Actions Against Non-U.S. Issuers

Dechert LLP on

In 2024, plaintiffs filed 36 securities class action lawsuits against non-U.S. issuers, up by three from the 33 filings in 2023. Also last year, courts rendered 22 decisions resolving motions to dismiss securities class...more

Miller Canfield

Are Wages for Research Credit Purposes Limited to “Reasonableness?”

Miller Canfield on

Smith v. Commissioner, a pending research credit case in the United States Tax Court, presents an issue of first impression: Is a partner’s self-employment income in a partnership allowable as a qualified research expense...more

Thomas Fox - Compliance Evangelist

Compliance Tip of the Day: Corporate Leaks and Compliance

Welcome to “Compliance Tip of the Day,” the podcast where we bring you daily insights and practical advice on navigating the ever-evolving landscape of compliance and regulatory requirements. Whether you’re a seasoned...more

McDermott Will & Emery

Unclaimed Property Laws and the Health Industry: Square Peg, Round Hole

McDermott Will & Emery on

Likely due to the tremendous number of healthcare mergers, acquisitions, and private equity deals that have been taking place, the industry has recently been the target of multistate unclaimed property audits. This increased...more

A&O Shearman

Southern District Of New York Grants Motion For Judgment On The Pleadings In Securities Class Action Against Software Company

A&O Shearman on

On March 7, 2025, Judge John P. Cronan of the Southern District of New York granted a motion for judgment on the pleadings in a putative class action asserting claims under Sections 11 and 15 of the Securities Act of 1933...more

A&O Shearman

New York State Court Finds Violation Of Donnelly Act Stemming From Ski Area Acquisition

A&O Shearman on

On February 26, 2025, the Supreme Court of the State of New York, County of Onondaga, rendered a decision involving an alleged anticompetitive acquisition under New York’s Donnelly Act. This decision demonstrates the...more

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