Expertise is critical in mergers & acquisitions transactions Forbes Magazine recently published an article about key considerations in completing a merger or acquisition. One of those key points is the absolute necessity of using an attorney that specializes in mergers and acquisitions. That part of the article is worth quoting here. “It is critically important…
Continue reading ›When will a general solicitation ruin your ability to rely on Rule 506(b)? Section 4(a)(2) of Rule 506(b) provides a “safe harbor” for companies that comply with certain requirements. In addition to a prohibition from using general solicitation to market securities, the requirements of the exemption include: Rule 506 does not limit how many people…
Continue reading ›SEC Enforcement is on the rise in 2018 The Securities and Exchange Commission recently released its annual report for the year 2018, which focuses on its enforcement-related accomplishments. The Directors said they believe the effectiveness of the program should be measured by assessing the nature, quality, and effects of the Commission’s enforcement actions. They believe…
Continue reading ›According to Forbes, “The term sheet is one of the most critical documents an entrepreneur can ever design or sign.” A term sheet is a document that results from initial negotiations between the business owner and potential investors prior to selling your stock to outside investors. It is a non-binding contract document, so it is…
Continue reading ›SEC Enforcement During the Government Shutdown. Is the SEC enforcing its laws right now? On Thursday, December 27, 2018 the Securities and Exchange Commission began operation within its plan during a federal government shutdown. They say they have “staff available to respond to emergency situations involving market integrity and investor protection.” That means that out…
Continue reading ›Can You Ruin Your Exemption through a General Solicitation of Securities? Section 4(a)(2) of Rule 506(b) provides a “safe harbor” for companies that comply with certain requirements. In addition to a prohibition from using general solicitation to market securities, the requirements of the exemption include: Rule 506 does not expressly limit how many people the…
Continue reading ›What is General Solicitation When Selling and Marketing Securities? General Solicitation is the act of marketing a capital raise publicly. Rule 506(b) of Regulation D prohibits the use of general solicitation to market securities. (link: https://www.sec.gov/fast-answers/answers-rule506htm.html) Additionally, Rule 502(c) prohibits: (1) Any advertisement, article, notice or other communication published in any newspaper, magazine, or similar…
Continue reading ›The Securities and Exchange Commission suspended trading in the securities of Nevada-based American Retail Group, Inc. (aka Simex, Inc.) after they claimed to be partnered with an SEC qualified custodian for use with cryptocurrency transactions in two August 2018 press releases. The releases reported that the cryptocurrency transactions would be “under SEC Regulations,” and that…
Continue reading ›Why you should have a Private Placement Memorandum when raising to accredited investors. There are four principal conditions to a private placement “not involving a public offering” of securities under Section 4(a)(2) and Regulation D, Rule 506; namely: There are two ways to satisfy condition 2 above (Availability of material information); namely: If a private…
Continue reading ›General Solicitation General Solicitation is the act of marketing a capital raise publicly. Rule 506(b) of Regulation D prohibits using general solicitation to market securities. General solicitation is undefined in the statutes or rules, and the Securities and Exchange Commission (SEC) takes a case by case approach. A typical example of general solicitation is telling…
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