A legal blog on private funds, startups, and venture capital.
A legal blog on private funds, startups, and venture capital.
Thoughts on the Proposed Crowdfunding Regulations
On October 23, 2013, the Securities and Exchange Commission issued proposed regulations to implement Title III of the JOBS Act, which will allow for the public sale of securities using crowdfunding under an exemption from registration under securities laws.


Venture Capital Term Sheet Negotiation — Part 4: Liquidation Preferences
This post is the fourth in a series giving practical advice to startups with respect to understanding and negotiating a venture capital term sheet. In the prior three posts, we provided an introduction to negotiation of the term sheet…


Venture Capital Term Sheet Negotiation — Part 2: Valuation, Capitalization Tables, and Price per Share
This post is the second in a series giving practical advice to startups on understanding and negotiating a venture capital term sheet. Previously, we provided a general overview of venture capital terms sheets and some of the pitfalls a startup…
First Enforcement Action Taken Against Crowdfunding Site
For the first time, regulators are taking action against one of the many crowdfunding sites that have sprung up since the passage of the JOBS Act. The Ohio Division of Securities issued a notice of intent to issue a cease-and-desist…
AngelList Posts Thoughtful Comments to Proposed SEC Form D Regulations
On August 12, 2013, the crowdfunding platform AngelList submitted some really great and thoughtful comments to the SEC with respect to the SEC’s proposed Reg. D amendments related to new Form D filing requirements and enhanced penalties for failure to…
SEC’s Proposed Regulation D Rules Generates Wide Ranging Concern
In my last post, I discussed new proposed Regulation D rules which impose new obligations upon issuers of securities in private placements. In that post, I expressed some concern that these new rules could be quite burdensome, especially the rule disqualifying…
SEC Proposes New Form D Filing Requirements
On July 10, 2013, the same day it announced the adoption of rules permitting general solicitation under certain conditions and disqualifying “bad actors,” the Securities and Exchange Commission issued proposed new rules entitled “Amendments to Regulation D, Form D and…
SEC Implements the “Bad Actor” Disqualification Provisions of Dodd-Frank
Previously, I summarized the Securities and Exchange Commission’s implementing regulations of Title II of the JOBS Act, lifting the ban on general solicitation for offerings exempt under Rule 506 of Regulation D, which were finalized on July 10, 2013. At…
The SEC Finally Lifts the Ban on General Solicitation
On July 10, 2013, the Securities and Exchange Commission finally issued its regulations lifting the ban on general solicitation pursuant to Title II of the Jumpstart Our Business Startups Act (“JOBS Act”). The lifting of the ban will take effect…