Emerging Markets Law

Showing 41 posts from 2015.

What is an Accredited Investor?

Posted In SEC, Securities

Investors in start-ups and growing small and medium-sized businesses (“SMBs”) are familiar with the definition of “accredited investor.” Regulation D, the primary SEC regulation that creates a safe harbor for exempt securities offerings by private companies, allows greater latitude for issuers that sell their securities to “accredited investors.” As a consequence, many exempt offerings are intentionally limited to only accredited investors.

What is familiar may soon change, however, if the Securities and Exchange Commission (SEC) acts on recommendations of its staff published in a report last week that would change the meaning of “accredited investor.”

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SEC Opens Testing Site For Crowdfund Filings

Posted In Crowdfunding

The SEC announced today that it was opening its EDGAR filing website for companies to make test filings under the SEC's new crowdfunding regulations.  

Under new SEC rules that take effect on May 16, 2016, companies will be permitted to offer and sell securities through crowdfunding. Companies seeking to conduct a crowdfunding offering using the new rules must file the required disclosures about the offering on a new Form C on EDGAR, the SEC’s electronic document filing system. Filers are now able to submit test filings on the new form. The test filings will be accepted until February 29, 2016, and are intended to help prospective issuers become more familiar with the mechanics of the filing process in advance of a crowdfunding offering.

Continue reading SEC Opens Testing Site For Crowdfund Filings ›

What In-House Counsel Need to Know about Blank Check IPOs

Please check out my article on What In-House Counsel Need to Know about Blank Check IPOs in the most recent issue of Corporate Counsel magazine

Blank check IPOs are companies that have gone public with the express purpose of acquiring other companies. The targets of their takeover interest, which may have in-house counsel, need to be aware of some of their unique aspects when negotiating a possible takeover. 

Elio Motors Regulation A+ Offering Effective

Posted In Crowdfunding

The Regulation A+ offering for Elio Motors has gone effective today.

Elio Motors is planning to manufacture a car with over 80 mpg with a retail sales price of less than $7,000.  

Crowdfunding Start Date

Posted In Crowdfunding

Regulation CF, the SEC's rules implementing crowdfunding under Title III of the 2012 JOBS Act, were published in the Federal Register on November 16, 2015. 

Because the effective date for Regulation CF is six months after the date of publication, the rules should go into effect on May 16, 2016.

For more information on Regulation CF and how crowdfunding under Title III of the JOBS Act will work, please refer to our White Paper

Regulation Crowdfunding White Paper

Posted In SEC, Securities

The Taylor English Duma securities practice has published this white paper on the SEC's new crowdfunding rules, called Regulation CF. The new rules implement Title III of the JOBS Act and make possible interstate crowdfunding to both accredited and non-accredited investors.

As the white paper explains, Regulation CF allows qualified issuers to issue securities in reliance on new Section 4(a)(6) of the 1933 Act of up to $1 million every 12 months.

Continue reading Regulation Crowdfunding White Paper ›

SEC Adopts Crowdfunding Rules

Posted In SEC, Securities

The Securities and Exchange Commission is meeting today to consider whether to adopt final rules that would allow the offer and sale of securities through crowdfunding. The recommended rules would give small businesses an additional avenue to raise capital and provide investors with important protections. If adopted, this would complete the Commission’s major rulemaking mandated under the JOBS Act.

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SEC to Vote on Title III Crowdfunding October 30th

Posted In SEC, Securities

Nearly three years after the Congressional deadline to adopt rules to implement crowdfunding under Title III of the JOBS Act of 2012, the SEC has announced that it will vote on October 30, 2015, on the adoption of draft rules first published in 2013.  

Title III of the JOBS Act, which passed Congress on a bipartisan basis and was signed into law by President Obama in April 2012, was one of the most sweeping changes to U.S. securities laws in decades.

Continue reading SEC to Vote on Title III Crowdfunding October 30th ›

Safe Harbor's Replacement - Handshake Deal in Place

The officials working to replace the recently-invalidated data transfer Safe Harbor have in place a handshake deal.

The full details are not yet public, but presumably will be disclosed before the deadline of January 2016 for US businesses to comply with EU data protection laws.

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Savannah Film Incentive Makes State Even More Competitive

The Savannah Economic Development Authority (SEDA) is making Georgia an even more attractive place to shoot films, starting in 2016. This is a boost to an industry that didn't exist in Georgia in a big way until about 10 years ago, but that has grown rapidly: filmed entertainment brought about $6 billion to Georgia in 2014.

Continue reading Savannah Film Incentive Makes State Even More Competitive ›

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