Last week, I was a guest on the “This Week in Law” Podcast, where I talked about the potential impact of the recent invalidation of the US-EU Safe Harbor framework for online privacy. This will likely have far-reaching consequences for startups with users in the EU. Click on the link below for my discussion and for a lively debate on privacy public policy in general.
As I’ve written before on this blog, business owners need to be careful about hiring unregistered brokers and finders for capital raises. This rule applies to some M&A events as well. I was recently interviewed by The Ambulatory M&A Advisor, and the resulting article can be found here: http://www.ambulatoryadvisor.com/the-dangers-of-unregistered-brokers-and-finders/
While The Ambulatory M&A Advisor specializes in M&A for ambulatory care centers, the issues discussed apply to any business.
One common misconception I encounter among startups is the idea that companies raising capital can include non-accredited investors in Rule 506 offerings. While it is technically true that a Rule 506 offering may include up to 35 non-accredited investors, what is often missed is that it is not really practical to do so. [Read more…]
On May 20, 2015, the SEC issued proposed amendments to Form ADV and the Investment Advisers Act rules. In the release, the SEC proposed amendments to Form ADV that would require advisers to disclose additional information, such as information about separately managed account business, and allow private fund adviser entities operating a single advisory business to file one Form ADV. The release also contains proposed amendments to the Advisers Act books and records rule. [Read more…]
Back in March, I wrote about proposed revisions to Regulation A, commonly known as “Regulation A+”, which were designed to implement Section 401 of the Jumpstart Our Business Startups Act (JOBS Act). Since then, the SEC issued its final rule, which went into effect earlier in the month. Back in March, I had two main thoughts regarding the proposed rule. First, by proposing that Regulation A+ offerings preempt state registration requirements, the SEC had proposed a securities exemption that may actually prove useful and had a chance to be used in the real world (as opposed to the old Regulation A, which was rarely used). While this aspect of the proposed rule would be attractive to companies raising capital, it would also be controversial with state regulators and investor advocates, so I was concerned that in the final rule preemption of state laws would be rolled back. Second, I was concerned that companies that used Regulation A+ would likely be subject to ongoing Securities Exchange Act reporting (as a fully public company would be), which would reduce the attractiveness of the exemption. [Read more…]