Articles in Securities Offerings

AMENDMENT TO PRESERVE REGULATION D PASSES

The following press release is also available here. ANGEL INVESTOR AMENDMENT PASSES May 17, 2010 WASHINGTON, D.C. – A bipartisan group of Senators tonight scored a victory that will provide strong protections for investors while promoting small business startups vital to job creation. A bipartisan … Read More »

UPDATE: AMENDMENT PROPOSED TO PRESERVE REGULATION D

On May 13, 2010, an amendment was proposed to Senator Dodd’s financial regulation reform bill that would largely preserve the current state of Regulation D.  The amendment, SA 4037, calls for the following: – Maintain the current net worth criteria for Accredited Investors at $1 … Read More »

FINANCIAL REGULATION OVERHAUL THREATENS STARTUP COMPANY FINANCING

Date: April 30th, 2010

Regardless of your political persuasion, if you are an entrepreneur running a startup company you should be nervous about the financial regulation overhaul bill currently being debated in the U.S. Senate.  Known as the “Restoring American Financial Stability Act,” the pending bill threatens to do … Read More »

CONVERTIBLE PROMISSORY NOTES ARE NOT ALWAYS SECURITIES

Date: February 25th, 2010

Since the 1946 U.S. Supreme Court decision in Securities & Exchange Commission v. Howey, securities lawyers have known the test for determining whether a financial instrument or contract is a security. As the Howey Court put it: “The test is whether the scheme involves an … Read More »

YOU DON’T HAVE TO KNOW THE SECURITIES LAWS TO BE CRIMINALLY GUILTY OF A WILLFUL VIOLATION

Date: January 21st, 2010

Last November, the Supreme Court of Tennessee issued an interesting opinion in a securities fraud case called State of Tennessee v. Michael Casper. Mr. Casper had been convicted by a trial court of fifteen counts of willfully selling securities without registering as a broker-dealer with … Read More »

THE TRUTH ABOUT FORWARD-LOOKING STATEMENTS

Date: November 12th, 2009

When it comes to securities offerings, disclosure is the name of the game. Issuers (i.e. companies selling their own securities) must disclose all relevant material information to potential investors so that they can make informed investment decisions. After the US District Court of Northern Illinois’ … Read More »