News & Analysis as of

Securities Regulation Securities and Exchange Commission (SEC) Venture Capital

Lowenstein Sandler LLP

Democratization of VC funds

At least once or twice per year, a prospective client will call with the greatest new idea—launch a venture fund for everyone. Open up potential fundraising by appealing to moderate-income people. Why hasn’t anyone thought of...more

DLA Piper

DOJ and SEC Send Warning on “AI Washing” with Charges Against Technology Startup Founder

DLA Piper on

The US Department of Justice (DOJ) announced a criminal indictment and the Securities and Exchange Commission (SEC) announced a civil complaint against the founder and former CEO of an e-commerce technology startup. DOJ and...more

Farrell Fritz, P.C.

(Minimum Investment) Size Matters, When it Comes to Rule 506(c) Verification

Farrell Fritz, P.C. on

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

Vicente LLP

Raising Capital for Your Business: Why Companies Should Avoid Non-Accredited Investors

Vicente LLP on

When raising capital, startups and growing businesses must choose among various terms, structures, filings, and investor types. One decision—whether to include unaccredited investors—should be straightforward. For the reasons...more

Mayer Brown Free Writings + Perspectives

SEC Advisory Committee to Discuss Capital Challenges for Small Businesses

The Securities and Exchange Commission’s (SEC) Small Business Capital Formation Advisory Committee will meet on February 25, 2025 to discuss capital-raising challenges for emerging fund managers and smaller public companies...more

Oberheiden P.C.

10 Keys to Selecting the Best Private Placement Attorney

Oberheiden P.C. on

When it comes to raising capital for your business, private placements offer a compelling alternative to traditional methods like bank loans or venture capital. However, navigating the intricate legal landscape of securities...more

Foley Hoag LLP - Public Companies & the Law

2024 OASB Report on IPO Activity and Small Public Companies

The SEC Office of the Advocate for Small Business Capital Formation has released its Annual Report for Fiscal Year 2024, shedding light on the current state of initial public offerings (IPOs) and the challenges faced by small...more

Wilson Sonsini Goodrich & Rosati

REMINDER: New Schedule 13G Filing Deadlines

In October 2023, the U.S. Securities and Exchange Commission (SEC) approved final rules amending the beneficial ownership reporting requirements under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (Exchange...more

SEC Compliance Consultants, Inc. (SEC³)

Regulatory Roundup for August 2024

More Flack on WhatsApp, Hypothetical Performance SmackDown, A Timely Warning on the Pay-to-Play Rule, and Updates to Qualifying Venture Capital Fund Exemption - This month's big news from the SEC was more piggy-bank breaking...more

DLA Piper

Venture Capital Funds: 3(c)(1) Funds vs. 3(c)(7) Funds

DLA Piper on

Provided that they meet certain criteria, venture capital funds are not required to be registered as an “investment company” by the U.S. Securities and Exchange Commission (the “SEC”) under the Investment Company Act of 1940...more

Mayer Brown Free Writings + Perspectives

The SEC and Capital Formation

Not long ago, the SEC hosted the Annual Small Business Forum.  The Forum provides an opportunity to consider a broad array of issues affecting private companies as well as smaller public companies seeking to raise capital and...more

Farrell Fritz, P.C.

Making Finders Keepers: Unregistered Broker-Dealers and the Need for Reform

Farrell Fritz, P.C. on

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

Mayer Brown Free Writings + Perspectives

Private Capital and Exempt Offering Trends in SEC OASB Report

In its Annual Report (the “Report”), the Securities and Exchange Commission’s Office of the Advocate for Small Business Capital Formation (OASB) provides data on the reliance by private and public companies on exempt...more

Bass, Berry & Sims PLC

The Federal Corporate Transparency Act Through the Lens of Private Equity: Unique Challenges Await

Bass, Berry & Sims PLC on

With a stated goal of enhancing transparency of business ownership, the federal Corporate Transparency Act (CTA) mandates various types of businesses – such as corporations, limited liability companies, and limited...more

Goodwin

Exempt Reporting Advisers Faced Significantly More SEC Enforcements in 2022

Goodwin on

The Securities and Exchange Commission (SEC) brought an unusually high number of enforcement actions against exempt reporting advisers in 2022 — that appears to be more than the prior three years combined and a record number...more

Farrell Fritz, P.C.

Protecting the Protected: SEC Proposes New Safeguards for Private Fund Investors

Farrell Fritz, P.C. on

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

Brownstein Hyatt Farber Schreck

What Demo Day Sponsors and Presenting Companies Should Know About Rule 148

The SEC recently adopted Rule 148 to address whether companies that present at “demo days” held by angel investor groups, incubators or accelerators are participating in a “general solicitation” for investments under...more

Farrell Fritz, P.C.

Relief for Pre-Verified Accredited Investors May Encourage Rule 506(c) Offerings

Farrell Fritz, P.C. on

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

Farrell Fritz, P.C.

Why Private Capital and Crowdfunding Markets Should be Nervous about President Biden’s Regulatory Freeze

Farrell Fritz, P.C. on

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

Farrell Fritz, P.C.

Proposed Expansion of “Accredited Investor” Definition Would Benefit Issuers and Investors

Farrell Fritz, P.C. on

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

Mayer Brown Free Writings + Perspectives

SEC Approves FINRA Rule 5110 Amendments

Recently, the Securities and Exchange Commission approved FINRA’s proposed amendments to its Corporate Financing Rule, which are intended to modernize, simplify, and streamline the rule....more

Farrell Fritz, P.C.

First Qualified Regulation A Token Offering: Will “$2 Million Contribution to Crypto Industry” be Precedent Setting?

Farrell Fritz, P.C. on

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

Farrell Fritz, P.C.

Gig Stock: Extension of Rule 701 Exemption for Compensatory Equity Proposed for Gig Economy Participants

Farrell Fritz, P.C. on

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

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