Public companies stressing over how to meet filing deadlines during the COVID-19 crisis and what to say about the pandemic’s impact just received a filing reprieve and disclosure guidance from the SEC. The Securities and...more
It’s not often that an SEC Commissioner quotes Bruce Springsteen – not once, but twice – in a speech on securities regulation. But SEC Commissioner Hester Peirce did just that in a February 6, 2020 speech in which she...more
3/2/2020
/ Cryptocurrency ,
Digital Currency ,
Exempt Transactions ,
Initial Coin Offering (ICOs) ,
Offerings ,
Proposed Rules ,
Regulatory Agenda ,
Rulemaking Process ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Token Sales ,
Unregistered Securities
The Securities and Exchange Commission is proposing to expand the definition of “accredited investor” to include additional entities that could bear the economic risks of investment and certain financially sophisticated...more
1/22/2020
/ 501(c)(3) ,
Accredited Investors ,
Broker-Dealer ,
Business Development Companies ,
Capital Formation ,
Comment Period ,
Corporate Issuers ,
Crowdfunding ,
Financial Regulatory Reform ,
General Solicitation ,
Investors ,
Limited Liability Company (LLC) ,
Offerings ,
Private Offerings ,
Registered Investment Advisors ,
Regulation A ,
Regulation D ,
Regulatory Oversight ,
Regulatory Requirements ,
Rule 144A ,
Rule 506 Offerings ,
Rulemaking Process ,
Rural Business Investment Companies (RBICs) ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Statements of Net Worth ,
Venture Capital
On September 30, 2019, the Securities and Exchange Commission announced that blockchain developer Block.one had agreed to pay a $24 million fine to settle charges that it had engaged in an unregistered offering of securities...more
12/2/2019
/ Bad Actors ,
Blockchain ,
Capital Raising ,
Cryptocurrency ,
Digital Currency ,
Distributed Ledger Technology (DLT) ,
Enforcement Actions ,
Financial Markets ,
Initial Coin Offering (ICOs) ,
Investment ,
Offerings ,
Rescission ,
Section 5 ,
Securities Act ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Token Sales ,
Trading Platforms ,
Unregistered Securities ,
Virtual Currency
On October 11, 2019, the Securities and Exchange Commission (the “Commission”) announced it filed a complaint and obtained a temporary restraining order against Telegram Group Inc. and its wholly-owned subsidiary TON Issuer...more
10/28/2019
/ Blockchain ,
Contract Terms ,
Corporate Counsel ,
Corporate Issuers ,
Cryptocurrency ,
Digital Assets ,
Digital Currency ,
Enforcement Actions ,
Financial Transactions ,
Initial Coin Offering (ICOs) ,
Investment Opportunities ,
Offerings ,
Popular ,
Purchase Agreement ,
Regulation D ,
Restraining Orders ,
Rule 506(c) ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Violations ,
Simple Agreement for Future Tokens (SAFT) ,
Token Sales ,
TRO ,
Unregistered Securities
On July 10, 2019, the Securities and Exchange Commission declared Blockstack PBC’s offering statement “qualified”, thus allowing Blockstack to commence the distribution and sale of its Stacks Tokens under Regulation A. ...more
8/5/2019
/ Blockchain ,
Initial Coin Offering (ICOs) ,
Investment Contract ,
Investment Opportunities ,
Offering Statements ,
Offerings ,
Regulation A ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Token Sales ,
Venture Capital
Non-accredited investors are estimated to constitute approximately 92% of the U.S. population. Yet restrictive rules governing exempt offerings have significantly limited their freedom to invest in private offerings and...more
7/8/2019
/ Accredited Investors ,
Comment Period ,
EGRRCPA ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Non-Accredited Investors ,
Offerings ,
Privately Held Corporations ,
Public Comment ,
Regulation A ,
Regulation D ,
Rule 506 Offerings ,
Rule 506(c) ,
Securities and Exchange Commission (SEC)
The Securities and Exchange Commission filed a complaint last week against the founder of venture-backed mobile payments startup Jumio, Inc., charging him with causing the company to prepare false and misleading financial...more
Real estate developers should seriously consider equity crowdfunding to fund development projects for two major reasons, one of which has little or nothing to do with money. ...more
1/28/2019
/ Accredited Investors ,
Capital Formation ,
Crowdfunding ,
JOBS Act ,
Non-Accredited Investors ,
Offerings ,
Popular ,
Real Estate Development ,
Regulation A ,
Securities and Exchange Commission (SEC) ,
Venture Capital
On December 19, 2018, the Securities and Exchange Commission issued final rules to permit reporting companies under the Securities Exchange Act to offer securities under Regulation A (affectionately referred to often as...more
12/27/2018
/ Capital Formation ,
Capital Markets ,
Economic Growth Regulatory Relief and Consumer Protection Act ,
Emerging Growth Companies ,
Final Rules ,
Financial Regulatory Reform ,
Public Offerings ,
Publicly-Traded Companies ,
Regulation A ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On November 27, 2018, the United States District Court for the Southern District of California denied the Securities and Exchange Commission’s motion for a preliminary injunction to block an initial coin offering, finding the...more
12/3/2018
/ Blockchain ,
Corporate Counsel ,
Cryptocurrency ,
Digital Assets ,
Digital Currency ,
Enforcement Actions ,
Initial Coin Offering (ICOs) ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Token Sales ,
Trading Platforms ,
Unregistered Securities
If you were looking for a safe blockchain investment and had the chance to invest in the “first licensed and regulated tokenized cryptocurrency exchange and index fund based in the U.S.” and audited by a Big 4 accounting...more
Private companies in the gig economy like Uber, Airbnb and GrubHub would love to issue compensatory equity to their platform participants, just like they’re able to do with their employees. ...more
9/26/2018
/ AirBnB ,
Capital Markets ,
Equity Securities ,
Exemptions ,
Gig Economy ,
JOBS Act ,
Offerings ,
Privately Held Corporations ,
Registration Requirement ,
Regulatory Oversight ,
Regulatory Standards ,
Rule 701 ,
SEC Comment Letter Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Sharing Economy ,
Venture Capital
If you’re thinking of airdropping free tokens or implementing a cryptocurrency bounty program, be careful. The Securities and Exchange Commission just issued a cease and desist order (the “Order”) with respect to an initial...more
8/20/2018
/ Cryptocurrency ,
Digital Currency ,
Enforcement Actions ,
Financial Markets ,
Initial Coin Offering (ICOs) ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Token Sales ,
Unregistered Securities ,
Virtual Currency
t’s not often that the House of Representatives votes nearly unanimously on anything noteworthy these days, but that’s exactly what the House did on July 17 in voting 406-4 for the “JOBS and Investor Confidence Act of...more
7/24/2018
/ Accredited Investors ,
Angel Investors ,
Capital Formation ,
Capital Raising ,
Crowdfunding ,
Early Stage Companies ,
Equity Markets ,
Financial Regulatory Reform ,
General Solicitation ,
JOBS Act ,
Legislative Agendas ,
Offerings ,
Proposed Legislation ,
Regulation D ,
Securities and Exchange Commission (SEC) ,
Special Purpose Vehicles ,
Venture Capital
On June 28, 2018, the Securities and Exchange Commission issued a release amending the definition of “smaller reporting company” (“SRC”) to expand the number of reporting companies eligible for relaxed or scaled disclosure....more
7/16/2018
/ Accelerated Filers ,
Attestation Deadlines ,
Auditors ,
Disclosure Requirements ,
Executive Compensation ,
Financial Regulatory Reform ,
Regulation S-X ,
Regulatory Oversight ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies ,
State and Local Government
Buried in new legislation mainly intended to ease Dodd-Frank restrictions on small banks is an expansion of Regulation A eligibility to include SEC reporting companies. ...more
6/11/2018
/ Capital Formation ,
Corporate Issuers ,
Dodd-Frank ,
Economic Growth Regulatory Relief and Consumer Protection Act ,
Financial Regulatory Reform ,
Form S-3 ,
Initial Public Offering (IPO) ,
New Legislation ,
Publicly-Traded Companies ,
Regulation A ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
The Wall Street Journal ominously reported on February 28 that the Securities and Exchange Commission recently issued dozens of subpoenas to initial coin offering issuers and their advisors demanding information about the...more
December 11, 2017 was a day of reckoning for entrepreneurs conducting or contemplating initial coin offerings, and for securities professionals who advise them. ...more
12/18/2017
/ Blockchain ,
Capital Raising ,
Cease and Desist Orders ,
Digital Currency ,
Distributed Ledger Technology (DLT) ,
Enforcement Actions ,
Financial Markets ,
Initial Coin Offering (ICOs) ,
Popular ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Token Sales ,
Unregistered Securities ,
Virtual Currency
Bloomberg reported on October 16 that over $3 billion dollars have been raised in over 200 initial coin offerings so far this year. It remains to be seen whether the pace of ICOs will slow down in the face of regulatory...more
On July 25, 2017, the SEC’s Division of Enforcement issued a Report of Investigation (the “Report”) that concluded that the tokens issued in an initial coin offering (“ICO”) by a decentralized autonomous organization called...more
Since 2014, many private company mergers and acquisitions intermediaries have chosen not to register as broker-dealers. That’s because a 2014 SEC no-action letter took the position that intermediaries that limited their...more
On June 8, 2017, the House of Representatives passed the Financial CHOICE Act of 2017 on a vote of 233-186. Congress loves acronyms, and here “CHOICE” stands for Creating Hope and Opportunity for Investors, Consumers and...more
6/26/2017
/ Consumer Financial Protection Bureau (CFPB) ,
Crowdfunding ,
Dodd-Frank ,
Emerging Growth Companies ,
Financial Regulatory Reform ,
Form D Filing ,
Pending Legislation ,
Regulation D ,
Regulatory Oversight ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Small Offering Exemptions