SEC exempt offerings proposal: no relief from offering circular delivery requirements
This is the second in a series of blog posts on the topic of the SEC’s proposed changes to the exempt offering matrix. Below is a link to the first post: SEC exempt offerings: process Oh, SEC, how you tease. Back in June 2019, the Concept Release on exempt offerings discussed the Regulation A offering […]
SEC Provides Relief for Regulation A and Regulation Crowdfunding Issuers Related to COVID-19
On March 26, 2020, the SEC adopted temporary amendments to the rules governing the filing of periodic and current reports under Regulation A (Rule 257) and Regulation Crowdfunding (Rule 202) to provide relief to issuers that are challenged in meeting their obligations to file those reports on a timely basis because of the outbreak of coronavirus disease […]
SEC exempt offerings proposals: process
This will be the first in a series of blog posts on the topic of the SEC’s proposed changes to the exempt offering matrix. This first one is (mostly) about process. The SEC has proposed changes to its rules for exempt offerings. The rules would change aspects of Regulations A, CF and D and the way they […]
Securitizing sneakers
One aspect of Regulation A that does not seem to be getting the attention it should is the fact that it facilitates investment into things other than the future performance of early-stage companies. Real estate is an obvious alternative to early-stage equity. Even where the real estate project has not been built out yet, real […]
License, registration, I ain’t got none
I love it when SEC Commissioners quote (arguably even cite in support) the Boss. This is Hester Peirce, aka CryptoMom, proposing a safe harbor for crypto entrepreneurs who are developing tokens on netwhttps://web.archive.org/web/20231004042635/https://www.sec.gov/news/speech/peirce-remarks-blockress-2020-02-06#_ftn2orks yet to be built. She summarizes the problem thus: Many crypto entrepreneurs are seeking to build decentralized networks in which a token serves as […]
Updating continuous offerings under Regulation A
We’ve had this question come up a couple of times in recent deals, so it’s worth flagging. Under Regulation A, you can have offering statements in effect (and thus offerings open) for more than a year (they can even last three years under certain circumstances). However, if your continuous offering is going to last more […]
The SEC proposes expanding the “accredited investor” definition
The SEC has proposed amending the definition of “accredited investors.” Accredited investors are currently defined as (huge generalization here) people who have net worth of $1 million (excluding principal residence) or income of $200,000 ($300,000 with spouse) or entities that have assets of $5 million. Here’s the full definition. The whole point of the accreditation […]
Troll-hunting season
Look, there’s a whole shed-load of stupid out there. Some people will believe anything they read on the internet. The Earth is flat, the former president has been replaced by a clone and it’s impossible to summarize some of the stupid stuff that the QAnon people believe. These people vote, which is a problem for […]
Section 3(a)(10) and Regulation A
Most of the scams and schemes from the lower end of the public markets eventually make it over to the Reg A market, and this one is no exception. It’s essentially a variation on the “funder acting as undisclosed underwriter” caper. Section 3(a)(10) of the Securities Act provides that the issuance of securities pursuant to […]
Preparing for an A+ grade: State antifraud authority and your notice filings
In an earlier blog post, we mentioned that while Regulation A preempts state review of offerings under Tier 2 of Regulation A, states are still given the authority under Section 18 of the Securities Act to require issuers selling securities under Regulation A to make notice filings and pay filing fees before they can offer […]