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Securities Act of 1933 › Venture Capital

The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better... more +
The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better access to material information prior to investing 2) ensure that transactions are not based on fraud. In order to effectuate its dual goals, the Act requires that any offer or sale of securities is registered with the SEC. less -
Oberheiden P.C.

Frequently Asked Questions About Regulation D Private Placements

Oberheiden P.C. on

Federal Securities Lawyer and Founding Attorney of Oberheiden P.C., Dr. Nick Oberheiden, answers FAQs about private placements under Regulation D....more

Allen Matkins

Can Investors Themselves Be Liable For A Failure To Register The Offer And Sale Of Securities?

Allen Matkins on

Section 12(a)(1) of the Securities Act of 1933 imposes liability on sellers of securities who violate that Act's registration and prospectus delivery requirements.  Because the statute refers to sellers, it seems unlikely...more

Davis Wright Tremaine LLP

Samuels v. Lido DAO: A Potential New Frontier for Liability in the Cryptocurrency Space

Davis Wright Tremaine LLP on

A recent order handed down by U.S. District Judge Vince Chhabria of the Northern District of California could be a new source of concern for digital asset entrepreneurs and the venture capital firms that invest in and support...more

Ward and Smith, P.A.

Companies Seeking Capital—Be Wary of "Consultants" Who Want to Help

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A significant part of our corporate practice is advising clients who want to raise capital.  For larger, institutional clients who attract the attention of reputable investment bankers, the process is straightforward....more

Cooley LLP

Securities Laws Fundamentals for Venture Capital Fund Managers

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If you’re starting out as a new firm and raising your first fund (or special purpose vehicle), there are a few securities laws principles that you’ll need to become familiar with. This post is intended to provide a quick...more

Winstead PC

SEC and DOJ Go On An Insider-Trading Enforcement Spree

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Last week, the U.S. Securities and Exchange Commission brought five insider-trading cases against a slew of individuals. The U.S. Attorney’s Office for the Southern District of New York also announced parallel criminal...more

Fenwick & West LLP

Divided 9th Circuit Panel Holds That Sections 11 and 12(a)(2) Apply to Unregistered Shares in Direct Listings

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On September 20, 2021, in a 2-1 decision, the U.S. Court of Appeals for the Ninth Circuit held that Sections 11 and 12(a)(2) of the Securities Act of 1933 (1933 Act) apply to direct listings of company shares, including...more

Foley Hoag LLP

SEC Amends “Accredited Investor” Definition

Foley Hoag LLP on

On August 26, 2020, the Securities and Exchange Commission (“SEC”) amended the definition of “accredited investor,” one of the principal tests for determining eligibility for participation in private placements of securities....more

Troutman Pepper Locke

SEC Amends “Accredited Investor” Definition

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On August 26, the U.S. Securities and Exchange Commission (SEC) adopted amendments expanding the definition of “accredited investor” to allow additional categories of investors to invest in unregistered private offerings. The...more

Morrison & Foerster LLP

Marketing Private Funds To U.S. Investors — A Practical Guide For Asia-Based Managers

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As the private equity (“PE”) and venture capital (“VC”) funds industry grows and matures in Asia, managers are increasingly looking to market interests in their funds to U.S.-based investors. However, many Asia-based managers...more

White and Williams LLP

Direct Listings: Capital Liquidity, Liability and D&O Insurance Coverage Considerations

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Direct listings have been a hot topic in the news lately, particularly in light of the recent submission of proposals to the U.S. Securities and Exchange Commission (SEC) by the New York Stock Exchange (NYSE) (and indications...more

Troutman Pepper Locke

Third Circuit Clarifies Board Observers Are Not Subject to Section 11 Liability

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It is common for investors in venture capital and private equity transactions, and in other investment arrangements, as a condition to their investment, to have rights to appoint board observers when director representation...more

Sheppard Mullin Richter & Hampton LLP

Not So Fast – Challenges in Reincorporating from California to Delaware

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There are several reasons that a California corporation may want to reincorporate to Delaware. Venture capital funds or other investors may demand a reincorporation to Delaware as a condition to financing. Cumulative voting...more

Stinson - Corporate & Securities Law Blog

Three Bills Introduced in the U.S. House of Representatives Concerning Access to Capital Markets

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On March 23, 2016, three bills affecting access to capital markets were introduced in the U.S. House of Representatives. H.R. 4850: Micro Offering Safe Harbor - Representative Tom Emmer of Minnesota introduced this...more

Mintz

Mintz TechConnect - October 2015

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Letter from the Editors - We are thrilled to provide you with the first issue of Mintz Levin’s TechConnect, a bi-monthly newsletter on “all things technology” in the legal and business world, from our perspective, of...more

Morrison & Foerster LLP - JOBS Act

Advisory Committee on Small and Emerging Companies Makes Three Written Recommendations to SEC

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It was a productive morning at the last meeting of its current term for the SEC Advisory Committee on Small and Emerging Companies. The Committee, which has been renewed for two more years, approved three recommendations to...more

K&L Gates LLP

HALOS in the Making: Helping Angels Lead our Startups Act

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On July 10, 2013, the Securities and Exchange Commission (“SEC”) adopted new rules to eliminate the prohibition against general solicitation and general advertising in certain securities offerings under Rule 506(c) of...more

Sands Anderson PC

The JOBS Act: Crowdfunding 1 – Introduction

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Many small-to-medium sized businesses urgently need equity capital but, because of legal restrictions and the expense of raising private venture capital, these firms often give up on traditional methods of capital raising. ...more

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