Securities Lawyer 101 Blog On April 5, 2012, President Obama signed the Jumpstart Our Business Startups Act (the “JOBS Act”), which was intended to help smaller and emerging growth companies raise capital in the U.S. markets. The JOBS Act amends, and adds new sections to, the Securities Act of 1933 (the “1933 Act”) and the Securities Exchange Act of 1934 [&h…
Read MoreGoing public doesn’t just change how you raise capital; it changes how you talk. From the moment a company seriously starts down the IPO path, almost every public statement becomes potential “securities offering” fodder. Get it wrong, and you can end up with delayed effectiveness, rescission risk, embarrassing prospectus disclosure, or an underwriter suddenl…
Read MoreLast week, the Supreme Court handed down two opinions that have the potential to limit the authority of the Securities and Exchange Commission in fundamental ways and to curtail, or at least redirect, its ability to discipline individuals and entities who violate the securities laws. Both address what some call the “administrative state.” Unsurprisingly, the…
Read MoreThere are two offering tiers, Tier 1 and Tier 2 in Regulation A+ and each is treated differently under both SEC and State Blue Sky laws.
Read MorePrivate companies seeking to raise capital often file a Registration Statement on SEC Form S-1 or Offering Circular on Form 1-A pursuant to Regulation A+ in connection with their going public transaction. Both options have unique benefits. For Example, All companies qualify to register securities on a Form S-1 Registration Statement, while only certain issu…
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