Buy these securities and get this handy lemon squeezer!
Some folks, especially traditional securities lawyers, have recently been startled by flashy ads on the TV and radio for offerings of securities, specifically Regulation A securities in start-ups. We’ve had a number of calls, and there have even been some newspaper articles, asking “They can’t do that, can they?” They can. This is not the […]
How to fail at filing
There’s a right way to do everything, even failing to file with the SEC. We experienced this recently, when one of our Regulation A clients was unable to make its annual 1-K filing covering the year 2016. We’d been watching their progress carefully, and so a few days before this year’s filing deadline of May […]
Happy Birthday Regulation CF (shame about the compliance failures)
So, one year ago today, Regulation CF went into effect. Small companies can make offerings up to $1 million (recently increased to $1.07 million) and roughly 325 companies have made Reg CF offerings so far. Roughly 80 companies have filed Form C-U to notify the SEC of the conclusion of their offering (they can also […]
Corporate law and Regulation CF
Since Regulation CF went live in May 2016, there have been approximately 280 companies that have made offerings made in reliance on it. Of these, only 51 or so have filed a Form C-U to show they have met their target offering amount and closed. It might be argued that this approximately 20% success rate […]
Raising capital online? Check your bylaws
If you raise capital online, you’re probably a New Economy, Internet 4.0 type of company, right? Leverage the cloud, move fast, break rules (not securities rules), create synergies, it’s all about the hustle. Right? Maybe. Some of you new era companies should be huddling in your hoodies for shame, ‘cos some of you have distinctly […]
Towards a proposed framework for crossborder regulation of crowdfunding offerings
We live in a world without borders. Securities laws, however, have clearly-defined jurisdictional limits, many of them inconsistent across countries. We live in a world where information wants to be free. Securities laws, however, have very clear ideas about how where information is allowed to go and who is responsible for it. This is all […]
Understanding Reg CF: even “certified” financial statements need to be in GAAP
With one week to go we are hearing that a number of companies are realizing their financial statements are not going to be reviewed in time by their accountants. But they really want to launch on May 16! So they are planning to file on Form C for amounts less than $100,000 and “certifying” the […]
Journalists, bloggers, pundits and advisers: please stop making companies break the law!
Four weeks out from Regulation CF’s go-live date, and journalists, researchers, bloggers and anyone with access to the internet (including my cat) are asking small companies to comment on their plans to raise money under Regulation CF (“Title III”). Please quit. Y’all are getting CrowdCheck’s clients into trouble. For the third time in the last […]
Understanding Reg CF: you need to get your financial statements reviewed NOW!
We’re 4 weeks out from Regulation CF (Title III of the JOBS Act) going live. This is exciting, right? Are you going to be one of the first companies filing a Form C? If you haven’t got your financial statements sorted out yet, you probably aren’t. Any company looking to raise more than $100,000 must […]
You get shares! and coupons! and a tax bill!
Hey, remember when Oprah gave away all those cars and all the lucky recipients got a car with accompanying tax bill? We could have something like that in crowdfunding too. For companies seeking crowdfunding, it’s natural that they will seek to market their offering to the people who love their product or service. And a […]