In its most recent meeting on September 23, 2015, the Securities and Exchange Commission’s Advisory Committee on Small and Emerging Companies recommended specific reforms that would significantly liberalize the rules governing private offering intermediaries and make it easier for companies to use them. If adopted, these reforms could greatly enhance the capacity of startups and
New SEC Guidance on What Constitutes “General Solicitation”
August 6, 2015 was a productive day for the Staff of the Securities and Exchange Commission’s Division of Corporation Finance on the issue of the prohibition on general solicitation in the context of online private offerings under Rule 506(b). My last blog post, entitled “It’s Complicated”: Establishing “Preexisting Relationships” with Prospective Investors, analyzed the
“It’s Complicated”: Establishing “Preexisting Relationships” with Prospective Investors
In my last post, I blogged about online funding platforms. In that post, I described the typical model of indirect investing through a special purpose vehicle (“SPV”) with the platform sponsor taking a carried interest in the SPV’s profits from the portfolio company and no 
transaction fee, as a means of avoiding broker-dealer regulation.
What’s the Deal with Online Funding Platforms?
Lately I’ve been approached by current and prospective clients about online funding platforms, either by folks interested in forming and operating them or those interested in raising capital through them. There seems to be a lot of confusion surrounding how they work and what the legal issues are, so here’s my attempt to bring some
Weak First Quarter for U.S. Venture-Backed IPOs
The market for venture backed IPOs in the U.S. in the first quarter of 2015 was the weakest in two years, both in terms of number of deals and aggregate proceeds, according to pre-IPO institutional research firm Renaissance Capital, as well as a separate exit poll report by Thomson Reuters and the National Venture
New Regulation A+ Published in Federal Register — Will Become Effective June 19
The Regulation A amendments adopted by the Securities Exchange Commission on March 25 are 
being published tomorrow, April 20, in the Federal Register. That means the final rules and form amendments will officially become effective on June 19, 2015 (by rule, 60 days after such publication).
The new Regulation A, referred to widely as
SEC Adopts Final Reg A+ Rules for Mini Public Offerings of up to $50 Million without Registration
The SEC yesterday issued its highly anticipated final rules amending Regulation A to allow issuers 
to raise up to $50 million in any 12 month period through public offering techniques but without registration with the SEC or state blue sky authorities. The 453 page rules release features a scaled disclosure regime to provide issuers with
Technology Licensing Primer for Entrepreneurs – Part II: Financial Terms
Part I of this two-part series on technology licensing dealt with the non-financial terms of a typical 
technology license agreement: subject matter, scope, territory, exclusivity, sublicensing and improvements. This Part II of the series will deal with the most contentious aspect of any license agreement, the financial terms, which are usually negotiated last. The reason
Electronic Blue Sky Filing System Launched by North American Securities Administrators Association
On December 15, 2014, the North American Securities Administrators Association launched the Electronic Filing Depository (“EFD”), an internet accessible database that allows issuers to submit Form D for Rule 506 offerings under Regulation D and pay related fees to state securities regulators. It also allows anyone to search EFD’s Form D database.
This is
Technology Licensing Primer for Entrepreneurs – Part I: Non-Financial Terms
If you’re developing a product that requires certain technology that can’t be developed in-house (because of cost, time, human resources or complimentary assets), it might make good business sense to use technology that has already been developed by others and is available on the market.
A technology license is essentially an agreement between the licensor