An Overview of Exemptions for Hedge Fund Advisors: Exemptions for Advisors to...
The JOBS Act is not the only recent congressional act to change the landscape of hedge funds; the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) made significant changes...
View ArticleAn Overview Of Regulation S – The Offshore Offering Exclusion
As I’ve repeated many times in blogs in the past, all offers, offers to sell, sales and offers to buy securities must be either registered or exempted from registration under Section 5 of the...
View ArticleSEC Has Modified Policies On Offerings By Shell Companies
Recently, albeit not officially, the Securities and Exchange Commission (“SEC”) has materially altered its position on offerings by shell companies that are not blank-check companies. In particular,...
View ArticleDTC Unveils Procedures and Plans for a Rule Change That Applies to Issuers...
Background Back in October and November of 2011, I wrote a series of blogs regarding DTC eligibility for OTC (over-the-counter) Issuers. A key eligibility criterion is that the securities that were...
View ArticleOTC Markets Comments On Proposed SEC Rules Regarding Amendments to Regulation...
On July 10, 2013, the SEC issued proposed rules further amending Regulation D, Form D and Rule 156. On September 23, 2013 the OTC Markets Group published a letter responding to the SEC’s request for...
View ArticleHow To Complete An Unregistered Spin-Off
A spin-off is when a parent company distributes shares of a subsidiary to the parent company’s shareholders such that the subsidiary separates from the parent and is no longer a subsidiary. The...
View ArticleBoard Of Directors Obligations As Applied To Mergers And Acquisitions
State corporate law generally provides that the business and affairs of a corporation shall be managed under the direction of its board of directors. Members of the board of directors have a fiduciary...
View ArticleMergers and Acquisitions; Merger Documents Outlined
An Outline Of the Transaction The Confidentiality Agreement Generally the first step in an M&A deal is executing a confidentiality agreement and letter of intent. These documents can be combined...
View ArticleProposed Crowdfunding Rules – Part I
As required by Title III of the JOBS Act, on October 23, 2013, the SEC has published proposed crowdfunding rules. The SEC has dubbed the new rules “Regulation Crowdfunding.” The entire text of the...
View ArticleProposed Crowdfunding Rules – Part II
As required by Title III of the JOBS Act, on October 23, 2013, the SEC has published proposed crowdfunding rules. The SEC has dubbed the new rules “Regulation Crowdfunding.” The entire text of the...
View ArticleProposed Crowdfunding Rules – Part III
As required by Title III of the JOBS Act, on October 23, 2013, the SEC has published proposed crowdfunding rules. The SEC has dubbed the new rules “Regulation Crowdfunding.” The entire text of the...
View ArticleSEC Guidance on Rules Disqualifying Bad Actors from Participating in Rule 506...
On December 4, 2013, the SEC updated its Compliance and Disclosure Interpretations (“C&DI’s”) including new guidance on the rules disqualifying bad actors from participating in Rule 506 offerings....
View ArticleThe DPO Process Including Form S-1 Registration Statement Requirements
One of the methods of going public is directly through a public offering. In today’s financial environment, many Issuers are choosing to self-underwrite their public offerings, commonly referred to as...
View ArticleProposed Crowdfunding Rules – Part IV
As required by Title III of the JOBS Act, on October 23, 2013, the SEC published proposed crowdfunding rules. The SEC has dubbed the new rules “Regulation Crowdfunding.” The entire text of the rule...
View ArticleDirect Public Offering Or Reverse Merger; Know Your Best Option For Going Public
Introduction For at least the last twelve months, I have received calls daily from companies wanting to go public. This interest in going public transactions signifies a big change from the few years...
View ArticleDTC Has Published Proposed Rules Related To Chills And Locks
Background On October 8, 2013, I published a blog and white paper providing background and information on the Depository Trust Company (“DTC”) eligibility, chills and locks and the DTC’s then plans to...
View ArticleSEC Files Proceedings Against 19 S-1 Companies And Suspends Trading On 255...
A. S-1 Proceedings On February 3, 2014, the SEC initiated administrative proceedings against 19 companies that had filed S-1 registration statements. The 19 registration statements were all filed...
View ArticleA Basic Overview of Rule 144
The Securities Act of 1933 (“Securities Act”) Rule 144 sets forth certain requirements for the use of Section 4(1) for the resale of securities. Section 4(1) of the Securities Act provides an...
View ArticleThe SEC Establishes Key Exemption to the Broker-Dealer Registration...
On January 31, 2014, the SEC Division of Trading and Markets issued a no-action letter in favor of entities effecting securities transactions in connection with the sale of equity control of private...
View ArticleCrowdfunding Using Intrastate Offerings And Rule 147 – Is Florida Next?
As required by Title III of the JOBS Act, on October 23, 2013, the SEC published proposed crowdfunding rules. The SEC has dubbed the new rules “Regulation Crowdfunding.” The entire 584-page text of...
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