Preparing for an A+ grade: be prepared for a time commitment
Regulation A is a public offering of securities. Even though it is not a full blown IPO, it still takes a substantial amount of time to prepare and to have a successful offering. At CrowdCheck, we have been approached by a handful of companies that are excited about Regulation A and want to start selling […]
CrowdCheck memo on final Crowdfunding rules
CrowdCheck has put together its definitive summary of Regulation Crowdfunding as adopted by the SEC. The memo can be found here, http://bit.ly/1XE8c44
Big news for testing the waters under Tier 2 of Reg A+
Here at CrowdCheck, we have been worried about how state regulators would respond to the SEC’s new testing the waters rules for Tier 2 Offerings under Regulation A. As we previously addressed on this blog, the new rules exempted testing the waters communications from federal securities registration requirements, but left some ambiguity with respect to the application […]
Preparing for an A+ grade: We had a great testing the waters campaign, can we do Tier 1 offering under Regulation A?
Short answer, no. Long answer, maybe, but only after you wait for an extended period of time to ensure that no state would consider your testing the waters campaign to be integrated with your current offering. Why is this important? At CrowdCheck, we have heard advice making the rounds that seems to forget that the […]
Preparing for an A+ grade: Protect yourself
Don’t fool yourself. While an offering under Regulation A+ is not an IPO on a stock exchange or full registration under the Securities Act, it is a big deal. Your company is preparing for a public offering of securities and will be taking on investors with whom you do not have any previous relationship. Those […]
Rescission, disqualification, and aiding and abetting, oh my…
Online investment platforms and the EB-5 Visa investment community have been abuzz lately following the June 23 announcement by the SEC that is has issued a final order against Ireeco, LLC and Ireeco Limited for acting as unregistered brokers in violation of Section 15(b) of the Securities Exchange Act. The practices by Ireeco, LLC included the establishment […]
Preparing for an A+ grade: planning your offering to be able to terminate reporting
A common theme that CrowdCheck is hearing from potential issuers looking into using Regulation A+ is that they are not certain they want to take on the obligations of the ongoing reporting for an indeterminate length of time. While understandable, the worries about the ongoing reporting requirements do not appear to fully take into account […]
Why you should keep board minutes
As part of every due diligence exercise for operating companies, real estate projects, and investment funds, CrowdCheck will ask to see all of the minutes of the meetings of the Board of Directors or managing body, or the written consents in lieu of meetings, of the issuer in the securities offering. Documented minutes or consents […]
LLCs and LPs Must Follow Their Own Rules
Entrepreneurs and fund managers appreciate the flexibility that comes from organizing as a limited liability company (“LLC”) or a limited partnership (“LP”). In contrast to C Corporations which have specific rules under the Delaware Corporations Code and similar state statutes, LLCs and LPs have the ability to write into their own operating agreements or partnership […]
Regulation A+ and Testing the Waters
One of the most useful provisions of the Regulation A+ Rules issued by the SEC on May 25 is new Rule 255, “Solicitations of interest and other communications.” This provision allows companies to “test the waters” and determine if there is any interest in its investment offering before it has filed anything with the SEC, prepared any […]