Reg CF: you cannot file incomplete documents
Oh, companies seeking crowdfunding under Regulation CF, it’s going to be so tempting to do this. There’ll be a time when you have all the information required by Rule 201 loaded on SuperPortal’s site. All except the financial statements, which the accountant has not finished reviewing. She says her review isn’t going to result in […]
Post-qualification marketing materials in Regulation A offerings
OK, that has GOT to be the most boring title for one of the most exciting developments in the securities markets, right? I’ve mentioned before that the SEC is taking a “free market disclosure” approach to Regulation A. In contrast to what happens in the context of an IPO, where you can only make very […]
The SEC needs positive feedback
Here’s hoping that everyone in the crowdfunding community is planning to respond to the SEC’s proposals on Rule 147 and 504. Even if they think the SEC got it right. And that they will comment on all aspects of the proposals, even the bits that the SEC got right. Here’s why. Let’s say the SEC proposes a […]
CF countdown: why does the SEC hate singing kittens?
Actually, the SEC has no views specifically on singing kittens that I know of (although I am aware of at least one SEC staffer smuggling a cat into the building). The issue arises, though, in the context of “notices” of offerings under the new crowdfunding rules. As you probably know, the provisions of the JOBS […]
CF countdown: avoiding becoming a fully-registered company
This is my least favorite bit of the SEC’s Regulation CF: the fact that the exemption from Section 12(g) is conditional. What does this mean? Section 12(g) of the Securities Exchange Act of 1934 says that if you acquire a certain number of shareholders of any class of equity securities, you have to register that […]
Regulation A BS shovelling: Rule 144
I had a few spare minutes yesterday after making our fifth Regulation A filing with the SEC and after a quick scamper round the internet I found that there is an amazing amount of bad information about Regulation A out there. It’s getting so deep we are going to have to start shovelling. So I’m […]
CF countdown: auditing and review requirements
Issuers of securities under Regulation CF will be required to provide financial statements prepared in accordance with US Generally Accepted Accounting Practices (U.S. GAAP) covering the two most recently completed fiscal years (or shorter period since inception). The type of review that these financial statements have to undergo depends on the amount sought, the amount […]
MayDay is a fine time for a financial revolution
As we all know by now, the SEC on Friday voted in favor of adopting the regulations that will permit securities-based crowdfunding. The rules will go into full effect 180 days after publication in the Federal Register, which may mean just around May 1. Which seems like a very fine time for a fundamental change in the […]
Preparing for an A+ grade: Regulation A and “material contracts”
We’ve discussed previously the fact that in a Regulation A offering the SEC gets to see all your stuff. Of course, it’s not just the SEC who gets to see stuff, but anyone with an internet connection. And some of the stuff that they get to see in a Regulation A filing consists of your “material […]
“Free market disclosure” under Regulation A
I had a great conversation with a member of the SEC Staff the other day in which he referred to the type of disclosure to be made under Regulation A as “free market disclosure.” I think that’s a great term and much better than the way I was thinking of disclosure under Regulation A, which […]