Passed by Congress on Jan. 1, 2021, as part of the National Defense Authorization Act of 2021, the Corporate Transparency Act (the CTA) requires certain businesses formed in or registered to do business in the United States to report beneficial ownership information to the Financial Crimes Enforcement Network (FinCEN). The CTA requires reporting companies to report to FinCEN the name, date of birth, current address, and unique identifying number (from an acceptable identification document such as a driver’s license or passport) for each applicant and beneficial owner.
On February 9, 2022, the Securities and Exchange Commission (SEC) issued a new proposed rule that would overhaul the cybersecurity regulations for registered investment advisers, registered investment companies, and funds. This post focuses on the provisions that impact private fund advisers.
On February 9, 2022, the Securities and Exchange Commission (SEC) proposed significant changes to, and expansion of, regulations of advisers to private funds. he new proposed rules are the most significant changes to the regulation of private fund advisers since SEC's rules requiring them to register became effective in 2012. This post summarizes the proposal.
Recently adopted SEC regulations overhauling the integration rules and safe harbors will be helpful to companies raising capital.
Because a startup investor’s strategy is fundamentally high-risk high-reward, convertible notes look much different than a traditional bank loan to a small business. Therefore, the deal terms of a convertible note offering differ significantly from more traditional forms of debt financing and are more negotiable and less standardized.
A Private Placement Memorandum, or "PPM," is a disclosure document often used in connection with a private offering of securities. This article explains why a PPM is commonly used and overviews what is typically included in a PPM.
On August 26, 2020, the Securities and Exchange Commission adopted amendments to the definition of “accredited investor.” The amendments, among other things, added to the list of individuals who qualify as accredited investors.
What are the primary benefits for founders and their investors to opt for a convertible note offering? This post reviews the key benefits of the convertible note structure to determine if it is right for your company.
Rule 506(b) is the most commonly used securities exemption for private companies. This post compiles some best practices for conducting a 506(b) offering in a bullet-pointed list for easy reference.