Tag Archives: securities laws

Although it takes more time and effort than other types of offerings, a California qualification by permit (25113) offering has major advantages in terms of allowing public advertising and having low investor requirements. The offering can only have California investors, … Continue reading →

As mentioned last time, there are many ways to structure securities to be sold in an offering. How they are structured requires balancing what is attractive to investors with what the company can live with. In terms of equity offerings, … Continue reading →

There are many ways to structure securities to be sold in an offering. How they are structured requires balancing what is attractive to investors with what the company can live with. The basic types of securities are debt and equity, … Continue reading →

One basic rule in securities offerings is that in the disclosure document the offeror must disclose everything that a potential investor would reasonably want to know before investing. (“Disclosure document” basically means the private placement memorandum, which is also known … Continue reading →

For a long time managers of many funds were not required to register as investment advisers. This is changing and fund managers (or would-be fund managers) now have a number of important requirements to meet. The changes affect funds that … Continue reading →

SEC Releases Proposed Regs for Rule 506 Advertising – Bruce E. Methven Today (August 29, 2012) the Securities & Exchange Commission (SEC) released its long-awaited proposed regulations for public advertising of Rule 506 offerings.  This is pursuant to the JOBS … Continue reading →

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 →