The JOBS Act, a Year Later – Part 4: Online Angel Investment Platforms

This post is the fourth in a series examining the impact of the Jumpstart Our Business Startups Act (or JOBS Act) one year after its passage and focuses on the provisions related to online angel investment platforms. In the last post of this series , I discussed the progress of implementing the...

Crowdfunding Update for May 2013

We are still patiently waiting for the SEC to develop rules implementing the crowdfunding provisions of the JOBS Act. While we are waiting, the industry prepares for the crowdfunding transactions. Recently, two interesting articles about crowdfunding caught my attention. First, thecrowdcafe.com...

The JOBS Act, a Year Later – Part 5: Crowdfunding

This post is the fifth in a series examining the impact of the Jumpstart Our Business Startups Act (or JOBS Act) one year after its passage and focuses on the provisions related to crowdfunding. Previously in this series, I discussed the progress of implementing the JOBS Act, specifically Titles...

The JOBS Act, a Year Later – Part 6: Regulation A+

This post is the sixth in a series examining the impact of the Jumpstart Our Business Startups Act (or JOBS Act) one year after its passage and focuses on the provision instructing the SEC to create a new securities registration exemption commonly known as "Regulation A+." Previously...

The JOBS Act, a Year Later – Part 7: Titles V and VI and Concluding Thoughts

This post is the seventh and final in a series examining the impact of the Jumpstart Our Business Startups Act (or JOBS Act) one year after its passage and focuses on Titles V and VI of the law and provides some final concluding thoughts. Titles V and VI of the JOBS Act are closely related in ...

Twitter Files Confidentially for IPO

Social media company Twitter has filed a registration statement with the SEC to go public in an IPO. They told the world about it, of course, in a tweet. What’s interesting is that the company, with over 200 million users, chose to file confidentially for now, not revealing any details about the...

First Enforcement Action Taken Against Crowdfunding Site

For the first time, regulators are taking action against one of the many crowdfunding sites that have sprung up since the passage of the JOBS Act. The Ohio Division of Securities issued a notice of intent to issue a cease-and-desist order against the Cincinnati-based crowdfunding platform SoMoLend and...

Demo Days, Pitch Events and the New Reg D

by Trent Dykes , Megan Muir and Kiran Lingam I. Introduction / Background With the passage of the JOBS Act, the regulation governing most private securities offerings is undergoing a dramatic makeover. Congress tasked the Securities and Exchange Commission (SEC) with developing new rules allowing...

SEC Crowdfunding Rule Proposal to be Announced Next Week

Bloomberg reports today that the SEC plans to announce long-awaited proposed rules on “crowdfunding” next week. There is no notice yet on the SEC website, but apparently the news outlet heard from those in the know. The Jumpstart our Business Startups (JOBS) Act of 2012 mandated that the...

SEC Chair White: Move on New Regulation D Proposal

As many know, when the SEC passed rules allowing companies and private funds to use general solicitation and advertising in certain private securities offerings as mandated by the Jumpstart Our Business Startups (JOBS) Act, they also proposed a series of rules that would add investor protections in such...

SEC Releases Proposed Crowdfunding Rules

On October 23, 2013, the SEC finally approved (unanimously) and released for public comment the proposed rules implementing the crowdfunding provisions of the JOBS Act. The rules will not become effective, subject to any revisions, until the end of a 90-day comment period, meaning that the rules will...

Overview of Proposed SEC Crowdfunding Rules

by Trent Dykes and Nathan Luce Earlier today, the Securities and Exchange Commission (SEC) took an important step in making securities-based crowdfunding a reality for many small companies with the release of its proposed rules governing crowdfunding. The proposed rules, called “Regulation Crowdfunding...

M&A Brokers Closer to Congressional Relief

As reported by my friend and attorney Scott Gluck, the House last week started hearings on the next generation of JOBS-type relief for smaller companies, fashioned after the original Jumpstart Our Business Startups (JOBS) Act of 2012. The “JOBS 2.0″ hearing discussed a number of different...

Go Twitter IPO!

Social media giant Twitter starts trading following its IPO today. One hopes the lessons of the Facebook IPO debacle are learned. In fact Facebook is now trading $14 above its IPO price, after a very disappointing start. Plus Twitter is choosing a day following a record high on the Dow Industrials index...

Crowdfunding and EB-5: What Insights do the New SEC Rules Offer for EB-5 Practice?

On October 24, 2013 the Securities and Exchange Commission (SEC) released the proposed rules governing crowdfunding, which is an evolving method of raising capital through Internet and social media websites. Title III of the “Jumpstart Our Business Startups” (JOBS) Act and SEC’s proposed...

Thoughts on the Proposed Crowdfunding Regulations

On October 23, 2013, the Securities and Exchange Commission issued proposed regulations to implement Title III of the JOBS Act, which will allow for the public sale of securities using crowdfunding under an exemption from registration under securities laws. Since it has been some time since the regulations...

Regulation A+ Proposal: State Preemption Critical

The North American Securities Administrators Association (NASAA, not to be confused with the space agency) is pushing to allow states to have a chance to complete a merit-based review of offering documents under the newly proposed Regulation A+ (see prior posts). Recall that this has the potential to...

Which Crowdfunding is Which? A Primer

Many seem a little confused by the flurry of regulatory activity in Congress and the SEC the last few years when it comes to small business and capital formation. Regulation D? Regulation A? Kickstarter? Crowdfunding? Which is which? Here’s a few sentences so you can keep a scorecard: Kickstarter...

House Committee Starts Exciting Work on JOBS 2.0

A key subcommittee of the US House Financial Services Committee has announced a hearing tomorrow morning to begin consideration of a group of 7 bills that could coalesce into a large initiative to benefit small businesses and smaller public companies. Some are saying this, along with a previous bill...

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...

This is Real Law: Risky Business: More IPOs Could Lead to More Litigation

Few public entertainers have topped the showmanship of Jean François Gravelet-Blondin. The 19th-century French tightrope walker and acrobat was famous for many astounding feats, including crossing Niagara Falls numerous times—while blindfolded, pushing a wheelbarrow, on stilts and even carrying...

What to Watch in the World of D&O

Every year just after Labor Day, I take a step back and survey the most important current trends and developments in the world of Directors’ and Officers’ liability and D&O insurance. This year’s survey is set out below. Once again, there are a host of things worth watching in the...

Dem. Senators Oppose Blue Sky Preemption in Regulation A+

About a month ago, eight senior Democratic Senators (including Sen. Al Franken, above) wrote to SEC Chair Mary Jo White to oppose the SEC’s proposed rules under the Jumpstart Our Business Startups (JOBS) Act of 2012 regarding Regulation A public offerings. In particular, the Senators believe the...

JOBS Act Provisions Fuel IPO Surge, Raise Concerns

All eyes may be on the record-setting IPO of Chinese Internet firm, Alibaba, but the real IPO story for 2014 may be the significant number of IPOs this year involving smaller companies. The number of companies completing IPOs this year is on pace for the highest annual level since 2007, a surge in initial...

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...