Rule proposals, if adopted, would more closely align de-SPAC mergers with traditional IPOs with respect to disclosure requirements, marketing practices, and gatekeeper obligations.
Proposed Rules would significantly...more
4/18/2022
/ Conflicts of Interest ,
Disclosure Requirements ,
EGCs ,
Fiduciary Duty ,
Financial Statements ,
Initial Public Offering (IPO) ,
Investment Company Act of 1940 ,
Mergers ,
Proposed Rules ,
PSLRA ,
Safe Harbors ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Shareholders ,
Shell Corporations ,
Special Purpose Acquisition Companies (SPACs)
The SEC takes a highly anticipated first step toward updating Rule 701 and Form S-8 -
Amendments to Rule 701 would increase the cap on exempt offerings and ease disclosure burdens.
Revisions to Form S-8 would permit...more
1/22/2021
/ Fair Market Value ,
Financial Statements ,
GAAP ,
Gig Economy ,
Internal Revenue Code (IRC) ,
Offerings ,
Proposed Rules ,
Reporting Requirements ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Valuation
On November 2, 2020, the Securities and Exchange Commission (SEC) adopted amendments to its exempt offering rules, including Regulation D and Regulation A (Amendments). Many of the Amendments largely harmonize the existing...more
11/16/2020
/ Crowdfunding ,
General Solicitation ,
Offerings ,
Regulation A ,
Regulation D ,
Rule 152 ,
Rule 506 Offerings ,
Safe Harbors ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Shelf Registration
An expanded universe of individuals and entities will be able to participate as “accredited investors” in securities offerings as a result of recent SEC rulemaking.
The SEC has expanded its definition of “Accredited...more
9/10/2020
/ Accredited Investors ,
Certifications ,
Federal Register ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investment Company Act of 1940 ,
Private Funds ,
Private Offerings ,
Proposed Amendments ,
Rural Business Investment Companies (RBICs) ,
Safe Harbors ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC)
Airbnb and Uber add support to revision of Rule 701 to dramatically expand availability of Rule 701 for equity grants by “gig economy” companies.
Airbnb and Uber want the SEC to reform Rule 701 to permit equity issuances...more
10/26/2018
/ AirBnB ,
Disclosure Requirements ,
Equity Grants ,
Form S-8 ,
Gig Economy ,
Independent Contractors ,
Regulation D ,
Rule 701 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Uber
Commission’s action shows the limited utility of the utility token-security token distinction.
Regulator finds that sellers of blockchain-based digital coins cannot dodge securities law by calling the coins “utility...more
1/3/2018
/ Blockchain ,
Cryptocurrency ,
Digital Currency ,
Howey ,
Initial Coin Offering (ICOs) ,
Investors ,
Regulation A ,
Rule 506 Offerings ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Tier 2 Offerings ,
Token Sales ,
Unregistered Securities ,
Virtual Currency
The ICO boom in 2017 brings with it questions of jurisdiction and compliance, and a need for further guidance -
The benefits of ICOs in raising capital, as well as in providing a marketing push for a new business model,...more
11/3/2017
/ Bitcoin ,
Blue Sky Laws ,
Canada ,
Canadian Securities Administration ,
China ,
Cryptocurrency ,
CTFC ,
Ether ,
Howey ,
Initial Coin Offering (ICOs) ,
Initial Public Offering (IPO) ,
Investment Contract ,
Investors ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Smart Contracts ,
South Korea ,
Startups ,
Token Sales ,
Trading Platforms ,
Unfair or Deceptive Trade Practices
The so-called “Fixing America’s Surface Transportation Act” or “FAST Act” was signed into law on December 4, 2015. Buried in the legislation are changes to the JOBS Act and the Securities Act of 1933 that add a statutory...more