Your company is invited by a local meetup group to present at demo day with other startups, and you accept. The group announces the demo day lineup of startups in an e-blast, on its website, on its Facebook page and through...more
6/30/2025
/ Capital Markets ,
General Solicitation ,
Investors ,
New Legislation ,
Proposed Legislation ,
Regulation D ,
Safe Harbors ,
Securities Regulation ,
Securities Violations ,
Startups ,
Venture Capital
Before 2013, issuers were prohibited from using any means of general solicitation or advertising when raising capital in the private markets. The prohibition was perceived by many to be the single biggest impediment to...more
4/7/2025
/ Accredited Investors ,
Capital Raising ,
Crowdfunding ,
Investment Funds ,
New Guidance ,
Private Equity ,
Regulatory Requirements ,
Rule 506(c) ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Venture Capital
According to crypto platform Kraken, the aggregate market cap for all meme coins is over $70 billion. Five meme coins would be considered unicorns (market cap over $1 billion) if they were startups. Dogecoin’s market cap is...more
Identifying potential investors is one of the most difficult challenges facing early-stage companies. The range of amounts sought at this stage is typically greater than what could be provided by the founders and friends and...more
3/18/2024
/ Accredited Investors ,
Broker-Dealer ,
Capital Formation ,
Corporate Issuers ,
Early Stage Companies ,
Financial Industry Regulatory Authority (FINRA) ,
Finders ,
Investment ,
Investors ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Startups ,
Venture Capital
The Securities and Exchange Commission recently brought its first two enforcement actions against issuers of non-fungible tokens (NFTs), resulting in cease-and-desist orders, penalties and other remedies, finding that the...more
10/2/2023
/ Blockchain ,
Cease and Desist Orders ,
Digital Assets ,
Enforcement Actions ,
Howey ,
Investment Contract ,
Investment Opportunities ,
Non-Fungible Tokens (NFTs) ,
Offerings ,
Section 5 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Transactions ,
Securities Violations ,
Smart Contracts ,
Unregistered Securities
Judge Analisa Torres’ greatly anticipated Order in the SEC’s lawsuit against Ripple is a split decision. The Order basically finds that Ripple’s digital token XRP is a security when sold privately to individuals and...more
7/17/2023
/ Cryptocurrency ,
Digital Assets ,
Institutional Investors ,
Investment ,
Investors ,
Popular ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Smart Contracts ,
Token Sales ,
Unregistered Securities
Elon Musk’s contentious relationship with the Securities and Exchange Commission is likely to become even more complicated as a result of Mr. Musk’s filings with the Commission to report his recent purchases of shares in...more
4/11/2022
/ Beneficial Owner ,
Elon Musk ,
Filing Requirements ,
Form 8-K ,
Investment ,
Passive Investments ,
Reporting Requirements ,
Schedule 13D ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Transactions ,
Securities Violations ,
Twitter
The Securities and Exchange Commission just proposed new rules to protect investors in private investment funds. The proposed rules would require private fund advisers to disclose certain information and avoid certain...more
2/22/2022
/ Accredited Investors ,
Investment ,
Investor Protection ,
Investors ,
Private Equity ,
Private Funds ,
Regulatory Oversight ,
Regulatory Reform ,
Rule 506 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Venture Capital
Ever since the SPAC market exploded in late 2020 and early 2021, the SEC has sounded alarm bells through investor alerts, staff statements and public comments. In March of 2021, it warned investors not to invest in SPACs...more
The Securities and Exchange Commission announced on July 13, 2021 that it settled fraud charges against a special purpose acquisition company, its sponsor, its sponsor’s CEO and its proposed merger target for making...more
7/26/2021
/ Capital Raising ,
Due Diligence ,
Enforcement Actions ,
Initial Public Offering (IPO) ,
Investment ,
Misleading Statements ,
Private Investment in Public Equity (PIPEs) ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs)
A new reality streaming television series called Unicorn Hunters debuted last week in which startups will pitch to a panel that includes Apple co-founder Steve Wozniak, and the panelists after some grilling of the...more
5/10/2021
/ Capital Formation ,
Crowdfunding ,
Early Stage Companies ,
Emerging Growth Companies ,
Offerings ,
Popular ,
Regulation CF ,
Rule 506 Offerings ,
Securities Regulation ,
Startups ,
Unicorns ,
Venture Capital
Perhaps the most vexing threshold issue faced by any company considering a capital raise is which securities exemption to pursue. The chosen exemption largely depends on the targeted amount of the raise, as well as the...more
It’s pretty common for issuers in follow-on offerings to solicit investors from previous rounds first. Indeed, doing so is often mandatory when early investors have preemptive rights. ...more
2/16/2021
/ Accredited Investors ,
Capital Raising ,
Crowdfunding ,
Financial Regulatory Reform ,
JOBS Act ,
Regulation D ,
Rule 506 Offerings ,
Rule 506(c) ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Venture Capital
A freeze on government regulation is generally perceived by most people as being a positive development for private enterprise. Not necessarily so, however, when the regulation being frozen is itself a reform of preexisting...more
1/25/2021
/ Biden Administration ,
Capital Raising ,
Crowdfunding ,
General Solicitation ,
Offerings ,
Regulation A ,
Regulation CF ,
Regulatory Freeze ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Testing-the-Waters Communications ,
Venture Capital
At the 1932 Democratic National Convention, the live band at one point burst into “Happy Days are Here Again”, FDR’s favorite, drawing raucous cheers from convention delegates. It went on to become the Democratic Party’s...more
Last month, The Securities and Exchange Commission passed sweeping reforms of the rules governing exempt offerings (the “2020 Reforms”) to make it easier for issuers to move from one exemption to another, to bring clarity and...more
On November 2, 2020, the SEC adopted significant rule amendments to simplify, harmonize and improve the exempt offering framework to facilitate capital formation and investment opportunities in startups and emerging...more
11/9/2020
/ Capital Formation ,
Crowdfunding ,
Investment Opportunities ,
Offerings ,
Regulation A ,
Regulation D ,
Rule 504 ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Testing-the-Waters Communications
Finders play a vital role in introducing startups to potential investors. Yet the general requirement that persons soliciting investors must register with the Securities and Exchange Commission as broker-dealers and be...more
10/12/2020
/ Accredited Investors ,
Broker-Dealer ,
Comment Period ,
Exemptions ,
Financial Services Industry ,
Finders ,
Investment Adviser ,
Request For Information ,
Rule 506(c) ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Solicitation Provisions
The Securities Exchange Commission expanded the definition of “accredited investor” by adding new categories of investors that have sufficient investment knowledge and expertise to participate in private investment...more
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 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
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