For the second time in nine days, I recently drove ten hours round-trip to drop my son
off at school for spring semester. The first time around, he ended up returning home with me the next day for unexpected oral surgery to remove his wisdom teeth after completing his mandatory one-day COVID quarantine at school.
Why Private Capital and Crowdfunding Markets Should be Nervous about President Biden’s Regulatory Freeze
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 regulatory burdens.
Among the many Presidential Actions taken by President Biden on his first day in office was one entitled Regulatory…
“Demo Days are Here Again”: Part Two of Exempt Offering Amendments Deeper Dive
At the 1932 Democratic National Convention, the live band at one point burst into
“Happy Days are Here Again”, FDR’s favorite, drawing raucous cheers from convention delegates. It went on to become the Democratic Party’s unofficial theme song for years to come. The song is also associated with the repeal of Prohibition shortly after FDR’s…
Significant Exempt Offering Rule Reforms Approved by SEC to Facilitate Capital Formation
On November 2, 2020, the SEC adopted significant rule amendments to simplify,
harmonize and improve the exempt offering framework to facilitate capital formation and investment opportunities in startups and emerging companies. The rule amendments were initially proposed in March 2020, and first conceived in a concept release in June 2019. The reforms simplify the integration…
SEC Proposes Much Needed Finder Exemption, and Paul Anka Must Be Singing
Finders play a vital role in introducing startups to potential investors. Yet the general requirement that persons soliciting investors must register with the Securities and Exchange Commission as broker-dealers and be subject to the SEC’s broker-dealer regulatory regime has been a source of much uncertainty for finders and companies alike and has posed a serious…
Private Market Investing Not Just for the Wealthy Anymore?
The Securities and Exchange Commission expanded the definition of “accredited investor”
by adding new categories of investors that have sufficient investment knowledge and expertise to participate in private investment opportunities. The amendments mark a shift away from wealth as the sole focus of eligibility. The new rule is effective 60 days after publication in the…
COVID-19 Capital Needs Addressed by Temporary Relaxation of Title III Crowdfunding Rules
Title III crowdfunding may be an attractive capital raising alternative during the current Coronavirus
pandemic because it allows companies to use the internet to solicit potential investors and not be restricted to accredited investors. But some of the requirements under Regulation Crowdfunding may diminish its utility for issuers with urgent capital needs as a result…
COVID-19 SEC Filing Relief and Disclosure Guidance
Public companies stressing over how to meet filing deadlines during
the COVID-19 crisis and what to say about the pandemic’s impact just received a filing reprieve and disclosure guidance from the SEC. The Securities and Exchange Commission issued an order on March 25, 2020 conditionally extending the deadlines for certain public company filings under the…
Proposed Three-Year Digital Token Safe Harbor May Bridge Gap to Decentralization or Functionality
It’s not often that an SEC Commissioner quotes Bruce Springsteen – not once, but twice – in a
speech on securities regulation. But SEC Commissioner Hester Peirce did just that in a February 6, 2020 speech in which she unveiled her novel proposal for a digital asset safe harbor. The proposal would create a three-year…
What to Make of SEC Leniency in Block.one ICO Settlement?
On September 30, 2019, the Securities and Exchange Commission announced that blockchain
developer Block.one had agreed to pay a $24 million fine to settle charges that it had engaged in an unregistered offering of securities in violation of Section 5 of the Securities Act. The announcement set off a mini-firestorm of criticism in the crypto…