LexisNexis® Legal Newsroom
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...

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...

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...

Congress: Preempt All State Oversight of Public Offerings

It started with the National Securities Markets Improvement Act of 1996 (lovingly known as “NSMIA” pronounced “nissmeeya”). That law said federal SEC oversight of public offerings on the major national exchanges is sufficient and the states do not also need to review, weigh in...

5 Reasons SEC Regulation A+ Is Revolutionary

March 25 was a significant day for the world of IPOs, small business and the small-cap markets. The SEC voted unanimously to adopt final rules implementing changes to Regulation A which were mandated by the Jumpstart our Business Startups (JOBS) Act of 2012. It took a while to get the rules completed...

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...

Massachusetts Sues SEC to Stop Regulation A+

On the Friday before Memorial Day weekend, William Galvin, the Secretary of the Commonwealth of Massachusetts, filed a petition in Washington DC against the SEC requesting that the court stop the implementation and enforcement of the SEC’s changes to Regulation A. They are asking the court to hold...

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’s Crowdfunding Rules

Crowdfunding is a popular and controversial form of selling securities using the internet. Prior to the passage of the JOBS Act, which was designed to facilitate capital formation for small companies, such sales generally would have been required to comply with the registration provisions of the securities...

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...