LexisNexis® Legal Newsroom
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...

The Impact of the JOBS Act on D&O Liability

On March 27, 2012, the U.S. House of Representatives passed the Jumpstart Our Business Startups Act (of the JOBS Act as it is more popularly known). President Obama is expected to sign the Act shortly. The Act is intended to facilitate capital-raising by reducing regulatory burdens. The Act also...

SEC Small Business Forum Gets Some Stuff in JOBS Act – Part I

Very recently the SEC published its final report on the SEC Government-Business Forum on Small Business Capital Formation from the November 17, 2011 event, which I attended in DC. Participants breathlessly await this report each year to see what recommendations make the hot list for the upcoming...

SEC Small Business Forum Gets Some Stuff in JOBS Act – Part II

In this part II, let's hit some key recommendations from the SEC Small Business Forum that did not make it into the JOBS Act and that advocates are still hoping will get some attention: Allowing "finders" in M&A and private offerings to have a simplified registration and...

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...

New York’s Carolyn Maloney More Focused On Politics Than Investors

With Democrats like Representative Carolyn Maloney of New York, who needs the Republicans? When special interests pursue self-interested legislation - or seek to block legislation that affects their interests - Maloney waves the jobs and economic growth flag for campaign contributors rather than...

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...

Emerging Growth Companies: You Have Been Warned

In order to try to boost the number of companies going public, the recently enacted JOBS act provides for certain procedural and reporting advantages for "Emerging Growth Companies," which are defined in the Act as companies within five years of their IPO and with revenues less than $1 ...

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...

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...

The Lure of Citizenship is the Key to an Offering Fraud Halted by the SEC

A path to U.S. citizenship premised on an immigration program crafted to help create jobs, and surrounded with misrepresentations and false documents was the lure used by Anshoo Seithi and his controlled entities to defraud 250 investors of millions of dollars, according to an SEC complaint. The...

SEC Says Immigration Program Offering Path to U.S. Citizenship Used to Defraud 250 Investors

A path to U.S. citizenship premised on an immigration program crafted to help create jobs, and surrounded with misrepresentations and false documents was the lure used by Anshoo Seithi and his controlled entities to defraud 250 investors of millions of dollars, according to an SEC complaint. The Commission...

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...

SEC Commissioner Stein on Capital Formation

Capital formation is one of the primary missions of the SEC. Commissioner Kara Stein recently discussed this basic SEC mission in remarks delivered at the Stanford Rock Center for Corporate Governance, Stanford Law School (here), outlining several new options. The Commissioner began by noting that while...

The SEC on Capital Formation: Graded Incomplete – Commissioner Gallagher

Last year the IPO market was overheating – a record number of initial offerings were conducted. Nevertheless, SEC Commissioner Daniel Gallagher gives the SEC a grade of “incomplete” in the area of capital formation in recent remarks. Commissioner Daniel M. Gallagher, “Grading...

New Era of Capital Raising: Sorting Through the JOBS Act’s New Capital Raising Rules

by David Carroll Since the enactment of the Jumpstart Our Business Startups Act (the “JOBS Act” ) in 2012, the Securities and Exchange Commission (“ SEC “) has slowly been making its way through the titles to the JOBS Act to promulgate the final regulations for implementation...

New Era in Private Capital Raising – Opening Up General Solicitation and General Advertising

by David Carroll The next few years may be the largest watershed event in opening up private equity capital since the 1980s when Regulation D was first published by the Securities and Exchange Commission (“SEC”). By allowing general solicitation and general advertising in private offerings...