Category Archives: Uncategorized

If a company makes two securities offerings too close together, the securities regulators may consider the two offerings “integrated”, meaning two parts of a single offering. That can violate the requirements of the securities exemptions being used, making the offerings … Continue reading →

This is a brief update on the status of the JOBS Act. The SEC has said that it will have the regulations for public advertising of Rule 506 offerings out by the end of the summer. It has also said … Continue reading →

Many clients want to know whether their promissory notes are securities. If they are securities, then the securities laws procedures have to be followed when the notes are issued. If they are not securities, then there is no need for … Continue reading →

Several securities-offering exemptions allow “sophisticated investors” to invest. The question is how to determine when potential investors are sophisticated. Federal Rule 506 offerings (and the California 25102(f) offering) allow a class of “sophisticated investors”, meaning sophisticated in terms of investments. … Continue reading →

The investor subscription agreement is the third major document used in private placement securities offerings, along with the investor questionnaire and the private placement memorandum or PPM. A number of provisions should be included in the subscription agreement to protect … Continue reading →

A private placement memorandum or PPM is the main information document for potential investors. It’s like a business plan on steroids, adding required and recommended details and legal language for an offering. It goes by many names, including offering circular, … Continue reading →

One thing to consider when planning an offering is what investor qualifications you can live with. In making this decision it’s important to keep in mind that the definition of “accredited investor” is now more limited than it used to … Continue reading →

Investor questionnaires are crucial for private placement offerings.  Each type of offering has its own requirements for investors.  An offering company must have a reasonable belief that the potential investors meet those requirements.  That determination must be made before the … Continue reading →

(For prior articles, including on the new JOBS Act that allows Rule 506 advertising and crowdfunding, see https://thecaliforniasecuritiesattorneys.com/.)   Many offerings to investors require that forms be filed with one or more securities agencies within 15 days of the first … Continue reading →

In the prior two pieces I discussed how the “Jumpstart Our Business Startups Act” (the JOBS Act) requires the Securities & Exchange Commission (SEC0 to adopt new regulations to allow public advertising of Rule 506 offerings and to allow crowdfunding.  … Continue reading →