While designed as a capital formation alternative to going public or conducting a private placement offering under Section 4(a)(2), use of the intrastate offering exemption has not been widely used since the SEC revised the regulation in 2016. Sometimes referred as “crowdfunding” due to the ability to raise smaller amounts…
Organizations seeking to raise capital have multiple options at their disposal – each with their own benefits, limitations, and regulatory obligations. As part of the JOBS Act, the SEC was tasked with reviewing an almost century old regulatory structure with the goal of easing and modernizing aspects of the federal…
Signaling an interest in potentially overhauling its current securities offering exemption structure, the SEC has published a Concept Release, seeking public comments on a broad host of topics centering around the Commission’s current registration exemption regime. Clearly, the impetus for these potential changes comes from SEC Chairman Jay Clayton, who…
On October 16, 2018 the Securities and Exchange Commission announced that it is implementing temporary rules for issuers who are making offerings pursuant to Regulation Crowdfunding and Regulation A in order to assist issuers who were directly or indirectly impacted by Hurricane Michael. These temporary rules will postpone the filing…
This can be a crucial question. U.S. Securities laws are manageable with guidance from an experienced U. S. Securities lawyer, but if you are involved in a transaction and do not realize it is subject to the U. S. Securities laws, you are headed for big trouble. Recent Cases Provide…
As previously noted in this blog (see “Private Placement Brokers Await Attention by SEC” June 6, 2017) and in this firm’s sister blog (see “Private Placement Brokers Should be Legalized along with M&A Brokers” in the RIA Compliance Blog, Jan. 21, 2015), there has long been a large gray market…
On October 3, 2017, the South Dakota Division of Insurance- Securities Regulation published proposed rules which would establish notice filing requirements for federal regulation crowdfunding and Regulation A, Tier 2 offerings. According to the Division, these rules are being proposed “so the Division may monitor these types of offerings by…
On October 11, 2017, the Iowa Insurance Division announced that it has adopted amendments to the Iowa Administrative Code, adding notice filing requirements for federal crowdfunding offerings and updates to the notice filing requirements for Regulation A, Tier 2 offerings. In addition, the amendments adopt two policy statements published by…
If you build it, will they come? In the movie Field of Dreams, Kevin Costner’s character Ray Kinsella was promised by a mysterious Voice that if he built a baseball field in the middle of an Iowa cornfield, “they”- ghost baseball players which ultimately included his deceased father – would…
Parker MacIntyre has recently published a whitepaper entitled Forming a Hedge Fund or other Private Investment Fund: A Top 10 List for the Entrepreneurial Fund Manager. If you are a money management or other financial services professional currently giving some serious thought to setting-out on your own as an entrepreneurial…