Rep. McCarthy (R-CA) Introduces Legislation to Eliminate Ban on General Solicitation for Private Placements

Representative Kevin McCarthy (R-CA and House Majority Whip) recently introduced the Access to Capital for Job Creators Act (H.R. 2940) , which would remove the ban on general solicitation for securities offering conducted under Rule 506 of Regulation D. Rule 506 is a safe harbor regulation which...

Perspectives on M&A from Corp Dev Execs at Facebook, Google, Microsoft and Salesforce.com

Earlier this week, I attended the TechNW 2011 conference organized by the Washington Technology Industry Association (WTIA). The conference was very informative and full of interesting presenters and topics. The corporate development panel discussion moderated by Tom Huseby (General Partner and founder...

Some New Financial Legislation is Moving Along

Four bills made their way through the Capital Markets and Government Sponsored Enterprises Subcommittee of the House Financial Services Committee. Private Company Flexibility and Growth Act (H.R. 2167) Access to Capital for Job Creators Act (H.R. 2940) Entrepreneur Access to Capital...

Overwhelming House Approval of Capital Formation Reforms

The House of Representatives overwhelmingly passed two bills designed to improve capital formation, one addressing the 500-shareholder threshold for SEC registration and one addressing offerings under Regulation A . 500-Shareholder SEC Registration Threshold Sections 12(g) of the Securities Exchange...

Crowdfunding Bill Overwhelmingly Approved by House

Like other capital formation bills we've discussed , the House of Representatives has overwhelmingly approved (by a vote of 407-17) the "Entrepreneur Access to Capital Act," H.R. 2930 . Subject to certain limitations, H.R. 2930 would allow businesses to raise money selling unregistered...

Bill Creating Crowdfunding Exemption from Securities Registration Passes U.S. House of Representatives

On November 3, 2011, the U.S. House of Representatives voted overwhelmingly to pass the Entrepreneur Access to Capital Act (H.R. 2930). The bill creates an exemption from the registration requirements of the Securities Act of 1933, adding a new Section 4(6).[1] This section provides that an offering...

What Does the Future Hold for Crowdfunding Legislation?

Previous, I summarized the Entrepreneur Access to Capital Act (H.R. 2930) , a bill which provides for a crowdfunding exemption to the registration requirements of federal and state securities laws. The bill was recently passed by the U.S. House of Representatives, and now awaits U.S. Senate action...

Some Thoughts on Friends and Family Financing for Startups

Many founders I speak with are interested in obtaining financing for their businesses first from their friends and family members, and then from professional investors. I agree, this seems to be the common path. However, many founders do not realize the importance of complying with applicable federal...

The JOBS Act: Creating Jobs, or a Replay?

As the 1990s drew to a close Congress passed legislation signed by the President ensuring the deregulation of the derivatives markets. At the time CFTC Chairwoman Brooksley Born was one of the sole voices of dissent. Less than ten years that dissent proved prophetic as the most severe market crisis...

Final Senate Version of Crowdfunding

As we know, the Senate changed the version of the Jumpstart our Business Startups (JOBS) Act in only one way, they added an amendment, drafted by Sen. Merkley (but also supported by Sens. Bennet and Brown), which added more investor protections to the "crowdfunding" section of the bill...

Next Steps for the JOBS Act

The Jumpstart Our Business Startups Act, as amended by the Senate, was voted on by the House of Representatives yesterday and passed 380 to 41. That makes it a very bi-partisan bill, even though a ll 41 "Nays" were Democrats . If I remember my Schoolhouse Rocks song correctly, it's...

In Spite of What You May Have Heard, the Senate Just Effectively Killed Crowdfunding

This last week, the Senate passed the " JOBS Act ," leaving it one step away from final passage by Congress and Signature by President Obama. The JOBS Act contains a number of provisions which are aimed at reducing the securities compliance burdens of small companies and startups. One of...

Steps to Determine if an Investor is Accredited

Private funds will be able to advertise and solicit for investor, provided all of the investors are " accredited investors ." The Jumpstart Our Business Startups Act will dramatically change the way capital raising for private funds operates. The drawback is the loss of 35 non-accredited...

Dick Phillips, Alan Berkeley and Stan Keller Discuss the JOBS Act.

On this edition, Dick Phillips and Alan Berkeley of K&L Gates and Stan Keller of Edwards Wildman discuss the JOBS Act (Jumpstart Our Business Startups Act), which was signed into law April 5 by President Obama. They provide an overview of the legislation and explore some of the controversies of the...

Crowdfunding Under the JOBS Act: The Bottom Line Impact on Private Equity Issuers and Market Intermediaries

by Jonathan B. Wilson and Dianne L. Trenholm Excerpt: On April 5, 2012, President Obama signed the Jumpstart Our Business Startups Act (the "JOBS Act"), H.R. 3606, into law calling it "a potential game-changer" for startup companies. President Obama signed the JOBS Act just...

Country Specific Issues in EB-5 Practice – China

The People's Republic of China is one country that EB-5 practitioners and related EB5 professionals cannot afford to neglect. The top 5 countries [1] in 2012, for EB-5 alien entrepreneurs are: China, South Korea, Taiwan (region), Iran and Venezuela. Chinese investors account for an overwhelming...

Construction Jobs Count in EB-5 Projects: Can We Count the Jobs with Confidence?

For the more seasoned EB-5 practitioner, memories of when construction jobs could not be counted towards the job creation requirement remain vivid. While it is true that the some construction jobs may now be counted, with the plethora of real estate projects being introduced and managed by Regional...

JOBS Act Heralds New Era for Startup and Emerging Growth Company Financing

by Karl J. Ege, Martin E. Lybecker, Danielle Benderly, and James T. Carroll The JOBS Act's stated purpose is to spur job creation and economic growth by improving access to capital for emerging growth companies. To do so, the JOBS Act will make some of the most significant changes to the U...

A Masterstroke of Some Kind: Crowdfunding and the JOBS Act

"Everyone agrees the title was a work of pure genius," says Dick Phillips of K&L Gates in a recent podcast , referring to the Jumpstart Our Business Startups (JOBS) Act. "It's impossible to vote against in an election year." When a law is so well named, it's important...

EB-5 Practice under SEC Proposed Rules to Implement the JOBS Act

Regional Centers [1] lawfully raise capital within the EB-5 Program [2] pursuant to one or more exemptions from registration set forth in the United States securities laws. The most commonly utilized exemptions in EB-5 offerings are Regulation D (the Private Placement exemption) and Regulation S...

New Leadership in China and EB-5 Practice

The seven-member Politburo Standing Committee in China greeted the world in the Great Hall of the People on November 15, 2012 in Beijing. What does the new leadership in China mean to EB-5 practice? Most believe it is too early to tell. However, a few welcoming changes have already taken place. ...

SEC Delays Rules on Key EB-5 Section in JOBS Act

When the JOBS Act was enacted in April 2012, it raised a significant amount of excitement in the EB-5 community. At the time, there was a general consensus that the Act could change the landscape of EB-5 private offerings. However, the Securities and Exchange Commission's (SECs) indefinite delay...

How the ACCC Scandal has Disturbed the EB-5 Market in China – Current Market Trends and Updates

Introduction: On February 6, 2013, the Securities and Exchange Commission (SEC) charged the EB-5 project A Chicago Convention Center (ACCC) and its principal Anshoo R. Sethi with securities fraud. The project was marketed primarily in China, with great pomp and fanfare. It offered 499 limited...

JOBS Act 2.0 Bills Officially Pass House Committee

It took until just before Memorial Day, but apropos timing as the House Financial Services Committee, on May 22, officially approved 11 bills to help small businesses with capital formation and growth. Many on the Hill are fashioning this group of bills JOBS Act 2.0, as a natural follow to the Jumpstart...

Strong SEC Small Business Forum

As I have for many years, last week I attended the annual SEC Government-Business Forum on Small Business Capital Formation. This Congressionally mandated event leads with a few panels followed by breakout discussion groups that develop formal recommendations to the SEC staff and commissioners to improve...