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SEC Archives

Frequently Asked Questions about Regulation A+

June 30, 2015 by Alexander J. Davie

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…]

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Filed Under: Startups and Venture Capital Tagged With: Capital Raise, Regulation A, SEC, Securities

SEC’s Reg. A+ Proposal Has the Potential to Actually Be Useful

March 16, 2014 by Alexander J. Davie

On December 13, 2013, the SEC issued a proposed rule, which contains a draft of the long-awaited regulations implementing Section 401 of the Jumpstart Our Business Startups Act (JOBS Act), creating a new securities registration exemption commonly known as “Reg. A+.” [Read more…]

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Filed Under: Startups and Venture Capital Tagged With: Regulation A, SEC, Securities

SEC Provides Exemption from Broker-Dealer Registration Requirements for M&A Brokers

March 2, 2014 by Alexander J. Davie

On January 31, 2014 (revised February 4, 2014), the SEC issued a no-action letter to a group of attorneys who requested assurance on an issue that has long been on the minds of securities lawyers: are people who facilitate the sale of a controlling interest in a business involving a transfer of stock — which the Supreme Court has held to be a sale of securities under federal securities laws — required to register as broker-dealers under the Securities Exchange Act of 1934, with all of the attendant expenses and obligations?

[Read more…]

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Filed Under: Mergers & Acquisitions Tagged With: Broker-Dealer, Finders Fees, M&A, SEC, Securities, Securities Exchange Act

Thoughts on the Proposed Crowdfunding Regulations

December 30, 2013 by Alexander J. Davie

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. [Read more…]

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Filed Under: Startups and Venture Capital Tagged With: Crowdfunding, JOBS Act, SEC, Securities

AngelList Posts Thoughtful Comments to Proposed SEC Form D Regulations

August 28, 2013 by Alexander J. Davie

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 file (which you can read more about here). AngelList expressed its concern that the newly proposed Form D rules would result in “disastrous unintended consequences” for startups, observing that proposed rules reflect how sophisticated Wall Street issuers, investment banks, and law firms, rather than early stage businesses, engage in capital raising. [Read more…]

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Filed Under: Startups and Venture Capital Tagged With: AngelList, Form D, General Solicitation, JOBS Act, Regulation D, Rule 506, SEC, Securities

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About the editor

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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.
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