Regulation D has multiple exemptions but in a typical 506(b) private placement, by far the most common type of offering, there is no clear path to allowing family and friends to invest. Since Rule 504 and 505 do not allow for unaccredited investors

The Securities Act has the following liability provisions: Section 11(a) imposes liability “in case any part of the registration statement, when such part became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading.” It…

This is from the SEC’s website. Sept. 24, 2014 The SEC’s Office of Investor Education and Advocacy is issuing this Investor Bulletin to educate investors about investing in unregistered securities offerings, or private placements, under Regulation D of the Securities Act.  What is a private placement? A securities offering exempt from registration with the SEC…

Only 11 U.S. companies have gone public as of April 20, according to a new report in the San Francisco Chronicletitled, “Why 2016 has been a terrible year for tech IPOs.” For reference, 43 U.S. companies had already gone public by this time last year. So why are investors and executives alike reluctant to go…

SEC: Lawyers Offered EB-5 Investments as Unregistered Brokers FOR IMMEDIATE RELEASE 2015-274 Washington D.C., Dec. 7, 2015 — The Securities and Exchange Commission today announced a series of enforcement actions against lawyers across the country charged with offering EB-5 investments while not registered to act as brokers. In one case, the lawyer and his firm…

The Continuing Work of Enhancing Small Business Capital Formation Commissioner Luis A. Aguilar Public Statement Issued by the U.S. Securities and Exchange Commission[1] Nov. 19, 2015 Thank you and good morning. Let me start by extending a warm welcome to the panel members and other participants, including those viewing by webcast, to today’s Government-Business Forum…

Regulation Crowdfunding Rules Part II: What Companies Raising Capital Must Disclose This blog post is the latest in a series of blog posts about Regulation Crowdfunding. Part I is linked here.  If you have any questions about crowdfunding, capital raises, or funding portals email gil@bradshawlawgroup.com or call (917) 830-6517 and we will give you a…

Crowdfunding is a totally new way to raise capital to support new ventures where an entity or individual seeks small contributions from a large number of people.  Individuals interested in the crowdfunding campaign—members of the “crowd”—may share information about the project with the “crowd” or with management on discussion boards or otherwise, and members of…

SEC Adopts Rules to Permit Crowdfunding Proposes Amendments to Existing Rules to Facilitate Intrastate and Regional Securities Offerings FOR IMMEDIATE RELEASE 2015-249 Washington D.C., Oct. 30, 2015 —The Securities and Exchange Commission today adopted final rules to permit companies to offer and sell securities through crowdfunding.  The Commission also voted to propose amendments to existing…

FINRA’s Proposed Rules for Funding Portals Title III of the Jumpstart Our Business Startups Act (“JOBS Act”) was enacted in 2012 with the goal of increasing American job creation and economic growth. Specifically, Title III authorizes and regulates equity “Crowdfunding” which is basically using business models like Kickstarter and Indiegogo to sell equity securities. Under…