About Gilbert J. Bradshaw

Transactional attorney concentrating in securities and tax law

“The term sheet is one of the most critical documents an entrepreneur can ever design or sign.” According to Forbes. What is a Term Sheet? it’s a document that results from initial negotiations between the business owner and potential investors prior to selling your stock to outside investors.  It is a non-binding contract document, so…

What does the JOBS Act of 2012 do? This gives small companies the ability to use online markets to sell securities to many small investors. This is the first time that non-public companies can raise capital from public investors without needing to go to register their offerings under state or federal law. This does not…

General Solicitation is the act of marketing a capital raise publicly. Rule 506(b) of Regulation D prohibits using general solicitation to market securities. General solicitation is undefined in the statutes or rules, and the Securities and Exchange Commission (SEC) takes a case by case approach. A typical example of general solicitation is telling potential investors…

Regulation D Rule 504 and Rule 506 grant exemptions from registration if different requirements are met. Rule 504 Rule 504 of Regulation D provides an exemption from registration for a 12-month period on the offer and sale of up to $5,000,000. Rule 504 permits general offerings and solicitations so long as they are restricted to…

Part 1: What is an Opportunity Zone? The 2017 Tax Cuts and Jobs Act established a section of the tax code that allows taxpayers to utilize a new investment vehicle called “Opportunity Funds”, in an effort to bring resources to low-income communities known as Opportunity Zones. What is an Opportunity Zone? The Internal Revenue Service…

Preparing a Private Placement Memorandum(PPM) that provides full and fair disclosure of the material aspects of the offering is recommended when offering and selling a Regulation D investment. General solicitation includes websites, blast emails, and social networking media that can be viewed or accessed by the public.  Thus, PPMs should not be made available on…

On December 5, 2019, the U. S. House of Representatives passed H. R. 2534, known as the Insider Trading Prohibition Act, with a bipartisan vote of 410 – 13.  It is intended to clarify the prohibitions against insider trading, which have developed from judicial case law, giving an interpretation to SEC Rule 10b-5. Those advocating…

What are primary and secondary markets?  There are two different settings in which securities transactions occur. The First Setting The seller of securities attempting to sell to investors in the action of raising capital for their company. The Second Setting Is a buy-sale transaction that happens when investors have already purchased securities and want to…

The SEC reached out because something about you or your company triggered a red flag-or is connected to an individual or company that was flagged. The SEC utilizes two processes to investigate potential securities fraud: an informal inquiry and a formal investigation. Facts are gathered and developed through an informal inquiry (or “matter under inquiry”),…

A repurchase offer is a transaction that takes place when a company buys back its own shares from the marketplace. On February 14, 1975, Commissioner of Corporations of the State of California, Willie R. Barnes, issued a release on Repurchase Offers that commented on Section 25507 (b) of the Corporate Securities Law of 1968. (link…

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