I started practicing law in the same year that California enacted a limited offering exemption for the offer and sale of securities in issuer transactions, Cal. Corp. Code § 25102(f). Before then, issuers had to rely on...more
The Jumpstart Our Business Startups (JOBS) Act was signed into law by President Barack Obama on April 5, 2012 and aimed to improve access to public capital markets for emerging growth companies. While largely considered a...more
Just as there are different types of operas, there are different types of securities subject to Securities and Exchange Commission (SEC) regulation. And like opera, securities aren’t always what one might expect. It's not...more
Until now, disclosure requirements for exempt securities offerings sometimes felt as disruptive as repeated metronome changes. A small business or real estate issuer might have to develop different disclosures for their Rule...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 November 2, 2020, the Securities and Exchange Commission (“SEC”) adopted final rules under the Securities Act of 1933 (the “Securities Act”) expanding a number of private placement exemptions. The amendments were adopted...more
SEC Chairman Jay Clayton recently noted that: “Many small businesses face difficulties raising the capital they need to grow and thrive . . . [and] finders may play an important role in facilitating capital formation for...more
On March 4, 2020, the SEC proposed amendments to existing exemptions from the registration requirements under the Securities Act of 1933 to simplify, harmonize, and improve the existing regulatory framework and to promote...more
The U.S. Securities and Exchange Commission on December 18, 2019 approved for publication a rulemaking proposal (Proposal) to: amend the definition of “accredited investor;” introduce additional qualification methods; codify...more
Most start-up businesses and real estate funds are in the same position as professional violinists–they don’t have sufficient capital to finance their business plans or real estate acquisitions. They may have access to some...more
On December 18, 2019, the Securities and the Exchange Commission (the “SEC” or the “Commission”) published its proposal to amend the accredited investor definition set forth in Rule 501(a) of Regulation D under the Securities...more
SEC is seeking public comments in its concept release in an effort to simplify, harmonize and improve the existing exempt offering framework. On June 18, 2019, the Securities and Exchange Commission (the “SEC” or the...more
On June 18, 2019, the US Securities and Exchange Commission (SEC) issued a concept release soliciting “comment on possible ways to simplify, harmonize, and improve the exempt offering framework to promote capital formation...more
Reporting companies that seek to raise capital will soon be able to rely on the Regulation A offering exemption, as a result of amendments recently adopted by the Securities and Exchange Commission (SEC). The expansion of...more
On November 1, 2018, the North American Securities Administrators Association, Inc. (“NASAA”) released for public comment proposed updates to the SCOR Statement of Policy and the SCOR Form (Form U-7). According to the NASAA,...more
Recently, I came across a very helpful table on the SEC's website. The table illustrates which offerings exempt from Section 5 of the Securities Act may be subject to state registration or qualification requirements...more
I was admitted to the bar the same year that the legislature completed its parturition of a new limited offering exemption under the Corporate Securities Law of 1968 – California Corporations Code Section 25102(f). AB 1518,...more
The House of Representatives has overwhelmingly approved legislation to expand the pool of issuers who may rely on the SEC’s Regulation A rules for smaller exempt offerings. ...more
It is sometimes forgotten that the California Corporate Securities Law of 1968 makes it unlawful to either offer or sell a security in California in an issuer transaction unless that the sale has been qualified or exempt from...more
On June 8, 2017, the House of Representatives passed the Financial CHOICE Act of 2017 on a vote of 233-186. Congress loves acronyms, and here “CHOICE” stands for Creating Hope and Opportunity for Investors, Consumers and...more
On June 8, 2017, the House of Representatives passed, by a 233-186 party-line vote (with all Democrats and one Republican voting against), the Financial CHOICE Act of 2017, a bill principally designed to reverse many features...more
As we have discussed in prior Bulletins, pursuant to Section 5 of the Securities Act of 1933 (Securities Act) and state securities laws, any offer and sale of a security must be registered with the Securities and Exchange...more
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
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
Foreign issuers whose securities are not listed on either the NASDAQ or New York stock exchange may overlook the need to comply with California’s Corporate Securities Law of 1968 when making equity plan awards to their...more