Where Are You From? 2012 Edition Part I

Happy New Year to all! I will work soon on my annual New Year's wish list, which sadly will look much like last year's list! In any event, I wanted to provide my annual review of you, my faithful blogees, in letting you know who your fellow readers are and where they come from. As I have mentioned...

Chinese Company Accuses Nasdaq of Racism

Greetings from somewhere above the Midwest on my way to speak at the OneMedPlace conference in San Francisco this week, with the latest RM news. Barron's reports that a lawsuit was filed this past Thursday against Nasdaq by CleanTech Innovations (CTEK) which was delisted from Nasdaq over a year...

Facebook IPO: No Perfect Way to Go Public

All of the regulators' efforts to rein in actual and perceived abuses in reverse mergers and other IPO alternatives have rested on a somewhat flawed assumption: that an IPO is the gold standard method of going public techniques and that all companies should strive to be "IPO-worthy" as...

Senate Introduces Startup Act 2.0 to Help Early Stage Companies

A bipartisan group of US Senators on Tuesday announced the introduction of a bill known as Startup Act 2.0. The actual draft bill is not available yet so this brief summary comes from the Senators' press release. The focus appears to be on companies less than 5 years old, which the release notes...

WSJ on #JOBSAct and Shells

On Monday, the Wall Street Journal reported that one of the apparently unintended consequences of the Jumpstart our Business Startups (JOBS) Act is that shells and SPACs can designate themselves as emerging growth companies with scaled back disclosure and no auditors to attest to your financial controls...

Entrepreneur’s Tip of the Week: Find Your “Me” Time

I have represented or worked with hundreds of entrepreneurs over the decades. I also am one, having bought and sold businesses and built my law practice. I find that many entrepreneurs are workaholics or just plain hard workers. The problem is they burn out or become resentful of the business if it takes...

What Will Regulation S-K Study Show?

As we know, the SEC is required by the Jumpstart our Business Startups (JOBS) Act to conduct a study of the key disclosure regime of the Securities Exchange Act of 1934, contained in Regulation S-K. Pretty much every SEC filing connects you to disclosure requirements in S-K, whether for public offerings...

Reg D Proposals Soon?

As we know, the Jumpstart Our Business Startups (JOBS) Act requires the SEC to promulgate new rules to eliminate the ban on general solicitation and advertising in Regulation D private offerings, so long as only accredited investors ultimately purchase in the offering. This is a very dramatic change...