One of the key investor protections of Regulation Crowdfunding under JOBS Act Title III is the
requirement that offerings must be conducted exclusively through a single platform operated by a registered broker-dealer or a new type of SEC registrant, a funding portal. Although SEC registration for funding portals began January 29, 2016, intermediaries (funding portals
New Investor Exit Strategy Buried in Highway Bill
Buried in the recently enacted Highway Bill, officially the Fixing America’s 
Surface Transportation Act or FAST Act, is a new exemption for the resale of securities. The new resale exemption appears in the form of a new Section 4(a)(7) of the Securities Act of 1933 and essentially codifies the so-
called 4(a)(1-1/2) exemption. New
Regulation Crowdfunding Effective Date is May 16, 2016
It’s official: the new Regulation Crowdfunding rules will become effective on May 16, 2016. The SEC’s 
final rules release of October 31, 2015 provided that, with certain exceptions, the new rules will go into effect 180 days after they are published in the Federal Register. We just learned that the rules were published in
Proposed Reforms Would Allow Unregistered Finders to Receive Success Fees
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.
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
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
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
Are VCs incentivized to lose money?
Are VCs incentivized to lose money? This is the provocative assertion made recently (and again) by Kaufman Foundation Senior Fellow Diane Mulcahy in the Harvard Business Review. Some of us who are interested in this issue probably recall the equally incendiary piece she co-authored in 2012 for KF boldly entitled “We Have