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 […]
Preparing for an A+ grade: Are you eligible for Reg A?
Sure, there has been a lot of talk of Regulation A. Under Tier 2 of Regulation A, you can raise up to $50 million from the crowd – everyday folks (under Regulation A, investors do not need to be accredited investors). As a company you might be thinking, great, sign me up and how quickly can I […]
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 […]
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 […]