Emerging Markets Law

Showing 238 posts by Jonathan B. Wilson.

SEC Amends Definition of Accredited Investor

Posted In SEC

The SEC announced yesterday that it is adopting changes to the definition of “accredited investor” that will change the way start-ups and growing businesses can recruit investors for exempt transactions under Regulation D and Regulation A.

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SEC Temporarily Changes Rules for Form ID Filers


With many businesses closed and many working from home, the Securities and Exchange Commission and its staff recognized that many applicants for EDGAR access were having difficultly getting signatures notarized on their Form ID applications.  Such notarization is required by Rule 10(b) of Regulation S-T.

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SEC Proposes Amendments to Crowdfunding Rules

SEC Proposes Amendments to Crowdfunding Rules

On March 4, 2020, the SEC proposed a series of amendments to several crowdfunding rules that are intended to broaden the available exemptions for crowdfund offerings and make it easier for growing business to raise capital.

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Business Roundtable Endorses Corporate Stakeholder Duties

business rountable meeting with world map in background

The Business Roundtable, a who’s who of corporate and legal business leaders, issued a statement endorsing the idea that corporate boards should not only serve their shareholders but should also make decisions to benefit all of the “stakeholders” of the corporation.

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IoT Product Liability Risks: Medtronic Defibrillators Vulnerable to Hacking


With a headline that echoes a plotline from a recent TV drama (The Blacklist, Season 6, Episode 9) the FDA announced recently that it had concerns with the wireless protocols in Medtronic implantable defibrillators.  

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SEC Permits Reporting Companies to Use Regulation A

Posted In SEC, Securities

Securities and Exchange Commission Building

In December of 2018, the SEC adopted rules to allow SEC reporting companies to use Regulation A to raise up to $50 Million in a 12-month period.

The new rules took effect January 31, 2019, and permit eligible companies to file a Form 1-A to begin an unregistered offering.

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Applying Georgia's Angel Investor Tax Credits to Convertible Promissory Notes

A friend recently asked if the Georgia Angel Investor Tax Credit program would cover an angel investor’s investment in a start-up’s convertible promissory note. It was a good question because start-ups often raise funds through convertible notes. The short answer to his question was, “it depends.”

The Georgia Angel Investor Tax Credit program gives angel investors who are Georgia residents a tax credit for making qualified investments in Georgia start-ups. The program was amended in 2015 to cover qualified investments made in 2016, 2017 and 2018. (See Georgia Angel Investment Tax Credit (May 24, 2016))  

The program allows the angel a tax credit of up to 35% for a qualified investment, capped at a credit of not more than $50,000 in any tax year, with the tax credit to be issued in the second year after the investment is made. (For example, a qualified investment made in 2015 would result in a tax credit for the 2017 tax year.) The state permits not more than $5 million in tax credits each year and start-ups need to apply for allocations of the tax credits if they have investors who want to take advantage of the program. 

The Georgia Department of Revenue has issued rules to guide tax payers through the requirements of the program. (See Georgia Rule 560-7-8-.52)  

To obtain a tax credit a “qualified investor” must make a “qualified investment” in a “qualified business” (tracking the definitions from the Georgia Rule). Answering the question originally posed, therefore, requires the taxpayer to walk through each of these definitions. An investment in a convertible promissory note, can be a “qualified investment” (assuming all of the other definitions are met) if the convertible promissory note satisfies the requirements of “qualified subordinated debt” (the only debt category within the definition of “qualified investment”). Qualified subordinated debt is “indebtedness that is not secured, that may or may not be convertible into common or preferred stock or other equity interest, and that is subordinated in payment to all other indebtedness of the qualified business issued or to be issued for money borrowed and no party of which has a maturity date less than five years after the date such indebtedness was purchased.”

It is this last requirement for “qualified subordinated debt” that most start-up convertible note deals may have difficulty satisfying. Most convertible notes issued by start-ups are not subordinated, but rather represent senior indebtedness that may not be subordinated. So, if a start-up wants to ensure that its convertible note offering will be eligible for the Georgia Angel Investment Tax Credit program, counsel for the start-up should carefully draft the subordination provisions of the note with a view towards the requirements of Georgia Rule 560-7-8-.52(2)(g). 

Apple's Secret Team Working on Diabetes Solution Through Wearables

Yesterday's news about Apple's secret effort to find the 'holy grail' for treating diabetes is just the tip of the iceberg.  

The data-mining and communications solutions that are made possible by the Internet will make it possible for future entrepreneurs to launch solutions that we find hard to imagine today.

Wearable devices, once configured with the right technology to enable the monitoring of blood sugar levels, blood oxygen levels and other health data in combination with data-mining and simultaneous communication to health care providers hold great potential for guiding patients to make healthy choices and to seek medical help when appropriate.

There are obvious data privacy and cyber-security implications, of course, but even these challenges are opportunities in disguise for the entrepreneurs who can develop market-friendly solutions. 

Real Estate in Mergers and Acquisitions

Posted In M&A, Real Estate

I hope everyone can join me in a webinar on April 21, 2017, entitled Real Estate in Mergers and Acquisitions.  

I’ll be part of a panel that includes my environmental partner, Leah Knowlton, on challenges in dealing with real estate in M&A documentation and negotiations.

Registration information available on the National Business Institute website.

Growing Congressional Support to Lift the Cuba Embargo

Posted In Cuba

As warming temperatures precede the coming of Spring, there is a growing chorus of support in the U.S. Congress for ending the U.S. embargo of Cuba. 

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