March 2013

In perhaps the only successful bipartisanship effort in 2012 to remove barriers to economic growth, Congress passed and the President signed on April 5, 2012 the most comprehensive set of laws to facilitate small company capital raising since the Federal securities laws were first enacted in the 1930s. In a nutshell, the JOBS Act (acronym for the Jumpstart Our Business Startups Act) creates an on-ramp for small company IPOs, removes the prohibition on general solicitation and advertising from the most commonly used private offering, creates a new equity crowdfunding exemption, sharply raises the cap for the small company offering exemption under Regulation A from $5 million to $50 million in any 12-month period and significantly raises the shareholder number trigger for Exchange Act registration. Some provisions are immediately effective, but others require SEC rulemaking.
Continue Reading Startups’ Guide to JOBS Act

Using finders, instead of investment bankers that are registered broker-dealers, involves significant risks that could threaten a company’s ability to successfully raise capital now and in the future.

The biggest risk is that if the finder is deemed to be an unregistered broker-dealer, under federal and some state securities laws an investor may have the…

            The debate over the taxation of “carried interest” has been percolating for years and the release of Mitt Romney’s personal tax returns in connection  with his presidential campaign  generated more wide-spread interest in the subject.  And while the relatively preferential tax rates that fund managers pay on these investment profits survived the “fiscal cliff” budget…