Category Archives: Uncategorized

SEC Releases Proposed Regs for Crowdfunding – Bruce E. Methven

Finally there are proposed SEC regulations for “true” crowdfunding as established by the JOBS Act!  (These are way past the deadlines set by the Act.)  We now have a much better idea how the SEC will handle crowdfunding that involves … Continue reading

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Going Public With a Direct Placement Offering – Bruce E. Methven

(As always,  you may unsubscribe at any time by clicking Reply and putting “Unsubscribe” in the subject line.  You can also pass this along to friends and colleagues by clicking the "forward to a friend" link at the bottom.) Many … Continue reading

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SEC Approves Advertised Rule 506 Offerings – Bruce E. Methven

Yesterday, July 10, the SEC announced final regulations finally allowing advertised Rule 506 offerings.  It is a big change, because since 1933 private-placement offerings have not been allowed public advertising.  Publicly advertised Rule 506 offerings are not allowed yet, though.  … Continue reading

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Holding Periods for Investors

Holding Periods for Investors With private placement offerings (not public offerings), investors must hold the securities for certain minimum periods of time. These securities are called “restricted” because of these conditions regarding resale. The basic purpose of holding periods is … Continue reading

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Waterfall Distributions for Investors – Bruce E. Methven

Managers who are organizing an investment fund (or even raising money for an operating company) at times want to make the investment more attractive to investors by adding provisions that require at least some payments to the investors before management … Continue reading

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Who Can Sell an Offering? — Bruce E. Methven

Given the securities laws, one probably ought not to be surprised that there are restrictions on who can be involved in the sale of an offeror's securities. Generally the top officers of the company can sell the securities, although there … Continue reading

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Federal Intrastate Exemption for Single-State Offerings – Bruce E. Methven

In what strikes many people (especially from other countries) as odd, frequently both federal law and state laws apply to a securities offering. Often those laws are different and both must be satisfied for a legal offering. One exception is … Continue reading

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Pre-Existing Substantive Relationship Requirement With Investors

If an offeror is making an offering that does not allow public advertising, such as a traditional Rule 506 offering, then according to the SEC a pre-existing substantive relationship is required before a potential investor can invest. Specifically, the SEC … Continue reading

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Using the Reg. S Exemption for Foreign Investors

Foreign investors in U.S. companies can be handled one of two ways. One way to deal with non-U.S. investors is to treat them exactly like U.S. investors. Another option, though, is to use federal Regulation S with foreign investors. Using … Continue reading

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New Requirements Re California Investors

Companies that are planning an offering with California investors should be aware of a new California bill that takes effect on January 1, 2013, Senate Bill 978. Information to Be Provided When There Are Non-Accredited Investors One provision of SB … Continue reading

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