Preparing for an A+ grade: SEC comments on financials
By this point everyone knows that the financial statements you must provide to the SEC in Tier 2 Regulation A offerings must be audited by a CPA. We are seeing reputable CPAs offer their services at very reasonable prices for early-stage companies. But companies need to know exactly what is covered in their agreement with […]
Preparing for an A+ grade: drafting dull documents
Just over two weeks to go to revised Regulation A going into effect (setting aside the litigation) and time for another blog post. This time I’m looking at what an Offering Circular (the prospectus-like document that makes the offer of securities) is going to look like. You’re going to be disappointed. It’s going to be […]
Preparing for an A+ grade: testing the waters
Three weeks to go to effectiveness of new Regulation A (we’ll ignore the litigation for the moment), and time for a new topic: “testing the waters” (TTW). One of the great things about Reg A is the ability to find out, at low cost, whether it’s worth hiring lawyers and accountants to prepare the filing with the […]
Massachusetts gives A+ an F
…for “filing a federal lawsuit” that is. On the Friday before the long weekend, William Galvin of Massachusetts filed in the US Appeals Court for the District of Columbia asking for an injunction against Reg A+ going into effect on June 19. Watch this space for developments. Update [1 pm Tuesday] . . . Montana is also […]
Preparing for an A+ grade: financial statements
Just over four weeks to go to effectiveness of new Regulation A, and time for another post on Reg A+ topics. This time I’d like to discuss Tier 1 financial statements. I’ve seen some chatter to the effect that while financial statements for Tier 2 offerings must be audited, Tier 1 financials must be reviewed by a CPA. […]
Preparing for an A+ grade: “material contracts”
Five weeks to effectiveness of the changes to the SEC’s Regulation A, popularly known as A+, and we are starting a series of blog posts about getting ready to use Regulation A. And the first topic is one we haven’t seen very much chatter about: the need to file “material contracts” with the SEC as […]
Best practices for Section 17(b)
We blogged about Section 17(b) compliance some months ago. Since then some friends in the market have asked what we would recommend as best practices, and although, as always, this isn’t legal advice, here’s a useful starting point to develop your own best practices.
Can you do crowdfunding with Regulation A?
Everybody’s buzzing about the fact that on Wednesday the SEC is going to adopt changes to Regulation A, finalizing the changes to Reg A that were mandated by the JOBS Act and first proposed by the SEC in December 2013. Assuming that the SEC makes the right call on state preemption (ie, votes to have Regulation A+ offerings reviewed […]
Old scams on new platforms
Well that didn’t take long. You know those Nigerian scams where someone emails you and asks you to help him spirit millions of dollars out the country, except you have to front him the bank fees? Well, it’s turned up in crowdfunding. We are aware of a couple of instances like this: Company posts its […]
You might not think you’re a stock tout…
Sounds so disreputable, doesn’t it? But some of the SEC rules that apply to stock touts apply to several types of activity in the new online markets. Back in Ye Olden Tymes (the tech bubble days of the late 1990s) the SEC’s newly formed internet task force brought 23 enforcement actions against 44 companies and individuals in […]