Articles in Securities Offerings

NEW SEC RULES ALLOW GENERAL SOLICITATION AND GENERAL ADVERTISING IN PRIVATE OFFERINGS UNDER RULE 506

The Securities and Exchange Commission on Wednesday, July 10, issued final rules lifting the longstanding prohibition of general solicitation and general advertising in private offerings of securities conducted in reliance on Rule 506 of Regulation D under the Securities Act of 1933. The new rules, … Read More »

SEC WILL MISS DEADLINE FOR LIFTING GENERAL SOLICITATION BAN

Date: June 29th, 2012

In a hearing before the House Oversight TARP and Financial Services Subcommittee, SEC Chairman Mary Schapiro confirmed it will miss the deadline for publishing rules to lift the ban on general solicitation and advertising for certain private placement offerings. Schapiro stated: “It’s a bit more … Read More »

NEW PRIVATE PLACEMENT RULES EXPECTED ON JULY 5, 2012

Date: June 27th, 2012

A few months ago my colleague Aaron Thomson published a piece about the new JOBS Act aimed at making it easier for private companies to raise capital. As Aaron explained, two key aspects of the new law are the crowdfunding exemption and the elimination of … Read More »

ARE THEY REALLY ACCREDITED INVESTORS?

Date: April 26th, 2012

If you’ve been involved as an issuer of securities in a private placement, you know the routine: Your lawyer has made sure that your form of stock purchase agreement, by which investors invest in your company in exchange for shares thereof, contains a number of … Read More »

JOBS ACT: BIG CHANGES MADE TO ALLOW SMALL INVESTMENTS

Date: April 17th, 2012

A very important and exciting piece of legislation just passed the House and Senate, and on April 5, 2012, received President Obama’s signature. The legislation is all about creating jobs for American workers by allowing businesses to raise capital through avenues currently prohibited or limited … Read More »

WHICH JANUS SAID WHAT? WHERE THE BUCK STOPS FOR SECURITIES FRAUD

Date: March 26th, 2012

Last year, the U.S. Supreme Court issued a ruling that, on its face, appeared to be based so squarely in common sense that one may wonder why a writ of certiorari was needed to confirm it. Boiled down, the ruling is simple: one should not … Read More »

SEC ISSUES FINAL RULE ON “ACCREDITED INVESTOR” DEFINITION

Date: January 11th, 2012

On October 11, 2010, I wrote an article about the Obama Administration’s sweeping changes to financial regulation in the Dodd-Frank Wall Street Reform and Consumer Protection Act, Pub. L. 111-203, H.R. 4173 (the “Act”). In particular, I focused on Section 413(a); a subtle, yet significant … Read More »

GOOD NEWS FOR STARTUPS IN NEED OF FINANCING. “CROWDFUNDING” MAY BE ON THE WAY.

Date: November 17th, 2011

Earlier this month, the U.S. House of Representatives passed H.R. 2930, which is intended to clear the way for startups and other businesses to offer and sell securities in small offerings of up to $2 million, with individual investments limited to $10,000 or 10% of … Read More »

STIMULATING STARTUPS: THE TROUBLE WITH THE PRESIDENT’S PROPOSAL

Date: February 7th, 2011

Recently, I traveled to Washington D.C. to be with my brother-in-law, Sean Duffy, for his swearing-in as a freshman Representative for Wisconsin’s 7th Congressional District. On the flight to D.C., I sat next to my own Congressman, Rep. Jay Inslee, and we had a wide-ranging … Read More »

PREFERRED STOCKHOLDERS LOSE CLEVER REDEMPTION ARGUMENT

Date: February 3rd, 2011

As many company founders know, preferred stock financings with venture capital firms and other savvy investors frequently involve a redemption right. The redemption right gives an investor the right at some time in the future to compel the company to buy back the stock the … Read More »