Strictly Business

A Business Law Blog for Entrepreneurs, Startups, Venture Capital, and the Private Fund Industry.

  • About the Authors
    • Alexander J. Davie
    • Casey W. Riggs
    • J. Chandler Waits
    • Jennifer Wilson
    • Taylor K. Wilkins
  • Categories
    • Effective Attorney-Client Relationships
    • General Business Law
    • Intellectual Property
    • Mergers & Acquisitions
    • Private Equity and Hedge Funds
    • Startups and Venture Capital
    • Technology
  • Guides
    • Exempt Reporting Adviser Filing Requirements
    • State Investment Adviser Registration

Private Offering Archives

What does the future hold for crowdfunding legislation?

November 17, 2011 by Alexander J. Davie

Previous, I summarized the Entrepreneur Access to Capital Act (H.R. 2930), a bill which provides for a crowdfunding exemption to the registration requirements of federal and state securities laws. The bill was recently passed by the U.S. House of Representatives, and now awaits U.S. Senate action. In this post, I’ll provide some of my thoughts on what is to come. [Read more…]

Share this:

  • Twitter
  • LinkedIn

Filed Under: Startups and Venture Capital Tagged With: Blue Sky, Capital Raise, Crowdfunding, Private Offering, Regulation D, Rule 506, SEC, Securities

Rep. McCarthy (R-CA) introduces legislation to eliminate ban on general solicitation for private placements.

October 4, 2011 by Alexander J. Davie

Representative Kevin McCarthy (R-CA and House Majority Whip) recently introduced the Access to Capital for Job Creators Act (H.R. 2940), which would remove the ban on general solicitation for securities offering conducted under Rule 506 of Regulation D. Rule 506 is a safe harbor regulation which sets forth some conditions that if met, will assure an issuer that its securities offering is exempt from registration under Section 4(2) of the Securities Act of 1933. The rule permits the sale of securities to up to 35 non-accredited but sophisticated investors and an unlimited number of accredited investors. However, the issuer must also avoid engaging in a “general solicitation,” which prohibits the issuer from conducting any public advertising of the offering. Rep. McCarthy’s bill would remove this prohibition on any offering conducted exclusively to accredited investors. [Read more…]

Share this:

  • Twitter
  • LinkedIn

Filed Under: Startups and Venture Capital Tagged With: Blue Sky, Capital Raise, Private Offering, Regulation D, SEC, Securities

Should you ask potential investors to sign an NDA?

September 26, 2011 by Alexander J. Davie

I am frequently asked by entrepreneurs whether I think a startup should ask potential investors to sign a non-disclosure agreement (NDA). While the answer depends largely on the situation, my view is that in most cases an NDA is unnecessary if the only information being conveyed to potential investors is their company’s general business plan or overall market strategy. [Read more…]

Share this:

  • Twitter
  • LinkedIn

Filed Under: Startups and Venture Capital Tagged With: Non-Disclosure Agreement, Private Equity, Private Offering, Trade Secret

Is action forthcoming on a crowdfunding exemption to Federal securities laws?

September 25, 2011 by Alexander J. Davie

Previously, I highlighted a proposed Startup Exemption to Federal securities laws, which would allow small companies to “crowdfund” (i.e. raise small amounts of money as startup capital from a large number of participants over the internet). At the time, I thought that it was highly unlikely that anything significant would come of it. In today’s climate, where investment losses from 2008 are still fresh in the minds of policymakers, I thought it was unlikely that there would be any significant support for the loosening of financial regulations. I might have been wrong. [Read more…]

Share this:

  • Twitter
  • LinkedIn

Filed Under: Startups and Venture Capital Tagged With: Capital Raise, Crowdfunding, Private Offering, SEC, Securities

Private Placements: What happens if you fail to file Form D (or file it late)?

September 19, 2011 by Alexander J. Davie

Form D is a document that the SEC requires a company to file when it issues securities in a private placement under Regulation D. It must be filed with the SEC within 15 days of the first sale of a security in a private placement. In addition, for offerings made under Rule 506 (the most frequently used part of Regulation D), an issuer must also file a copy of Form D (along with a filing fee) with the securities administrator of each state in which purchasers of the securities reside within 15 days of the first sale within each state. Overall, Form D is a relatively simple document to complete and file; however, it’s very easy for a small company to overlook filing one, especially if it doesn’t use qualified legal counsel for its securities offering. I frequently get asked about what happens when an issuer fails to file Form D or if the issuer files it late. This post describes what consequences can and cannot occur. [Read more…]

Share this:

  • Twitter
  • LinkedIn

Filed Under: General Business Law Tagged With: Blue Sky, Form D, Hedge Fund, Private Equity, Private Offering, Private Placement, Regulation D, Rule 506, SEC, Securities

« Previous Page
Next Page »

About the editor

Alexander Davie image
Strictly Business is a business law blog for entrepreneurs, startups, venture capital, and the private fund industry. Its editor is Alexander J. Davie, an attorney at Riggs Davie PLC based in Nashville, Tennessee. His practice focuses on corporate, securities, and business law. He works mainly with technology companies, including startups and emerging companies, and private equity, venture capital, and hedge funds.
Contact Alex

Connect

Riggs Davie PLC logo

Categories

  • Effective Attorney-Client Relationships
  • General Business Law
  • Intellectual Property
  • Mergers & Acquisitions
  • Private Equity and Hedge Funds
  • Startups and Venture Capital
  • Technology

Subscribe

    Sign up today to receive ongoing updates from Strictly Business.

    Copyright © 2011-20 - Alexander J. Davie
    Attorney Advertising | Privacy Policy