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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...

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...

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...

State Crowdfunding Surges Ahead

Let’s give one to the states. Often in their attempt to regulate securities offerings we find states a source of delay and frustration. However, given the snail’s pace at which the SEC is implementing crowdfunding rules mandated by the Jumpstart our Business Startups (JOBS) Act of 2012, many...

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...

Regulation A+ Rules Effective June 19

April 2012. That’s when the Jumpstart our Business Startups (JOBS) Act was signed into law by Pres. Obama. The Act directed the SEC to make changes to Regulation A, as my faithful blogees should be well aware. In fairness, the Act did not give the SEC any time limit to effect those changes. And...

New Regulation A: Will It Get an A+ From the Startup Community?

On March 25, 2015, the Securities and Exchange Commission (the “SEC”) announced that it was adopting final rules amending and updating Regulation A. These new rules, which become effective on June 19, 2015 , have been informally dubbed “ Regulation A+ .” (Please note that all...

Frequently Asked Questions About Regulation A+

Back in March, I wrote about proposed revisions to Regulation A , commonly known as “Regulation A+”, which were designed to implement Section 401 of the Jumpstart Our Business Startups Act (JOBS Act). Since then, the SEC issued its final rule , which went into effect earlier in the month...

SEC Issues Investor Bulletin on Regulation A+

Last week the US Securities and Exchange Commission issued an “investor bulletin” about its amendments to Regulation A made under the Jumpstart Our Business Startups (JOBS) Act of 2012. The introduction to the bulletin makes clear the changes were made “ to enhance the ability of smaller...

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...

State Challenges of Reg A+ Move Ahead

As reported by Crowdfund Insider , Massachusetts and Montana filed their first “Opening Brief” in their case against the SEC trying to invalidate the regulations passed under Regulation A pursuant to the Jumpstart Our Business Startups (JOBS) Act of 2012. Essentially, they say the SEC overstepped...

FINRA Issues Regulation A+ Filing Guidance

As we still await the first completed Tier II Regulation A public offering, and rumors are swirling that several are getting close, the Financial Industry Regulatory Authority (FINRA), which regulates broker-dealers, has confirmed what most already know. In a release a few weeks ago, they clarified that...

General Solicitation Restrictions for Private Placement Issuers

On August 6, 2015, the Securities and Exchange Commission (the "SEC") issued a number of Compliance and Disclosure Interpretations (" CDIs ") related to the issue of “general solicitation” (or “general advertising”) as it pertains to issuers seeking to raise...

SEC Adopts Final Crowdfunding Rules

On October 30, 2015, by a 3-1 vote, the SEC adopted final rules to permitting small companies to raise funds by selling shares to the investing public through crowdfunding offerings conducted on Internet fundraising portals. In this long-awaited vote, which represented the last remaining significant...

Let’s Give Title III Crowdfunding a Chance

It was in many ways the centerpiece of the Jumpstart Our Business Startups (JOBS) Act of 2012. At the signing ceremony all the President could talk about was the idea of “bringing Wall Street to Main Street.” And while the JOBS Act has many other terrific provisions, including the new Regulation...