This article details the Supreme Court petition in Xeriant, Inc. v. Auctus Fund, LLC, which challenges a Second Circuit opinion regarding Section…
Read MoreA Direct Public Offering (DPO) is an effective method for going public. Private companies may also raise capital by selling securities directly…
Read MoreSecurities offerings must be registered with the Securities and Exchange Commission (“SEC”) or exempt from registration. Private placements are unregistered, non-public securities…
Read MoreRule 506 Offerings are the most common of the Regulation D exemptions from registration under the Securities Act of 1933, as amended…
Read MoreSection 4(a)(7) provides an exemption for private resales from the SEC’s (“SEC”) registration statement requirements if certain conditions are met. One of…
Read MoreSection 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) provides an exemption from the SEC’s registration statement requirements…
Read MoreOne requirement of a going public transaction is that the issuer obtain sufficient stockholders to establish a trading market. These initial investors…
Read MorePrivate placement offerings under Rule 506(c) of Regulation D of the Securities Act of 1933, as amended (“Securities Act”) are a cost-effective…
Read MoreA Private Placement Memorandum is sometimes referred to as a confidential offering circular or an offering memorandum. A Private Placement Memorandum can be…
Read MoreRule 506(c) of Regulation D. Rule 506(c) removes the 80-year prohibition against the general solicitation and advertising of private placements.
Read MoreRule 506 of Regulation D of the Securities Act of 1933 provides a private placement exemption from federal securities registration which is increasingly…
Read MoreRule 506(c) is the most commonly used exemption of the Regulation D of the Securities Act. Rule 506(c) allows the issuer to…
Read MoreTo file a Form D, the Company must obtain Edgar filer codes. Edgar filer codes are obtained by filing a Form ID…
Read MoreDodd-Frank amended the definition of an “accredited” investor to exclude the value of an investor’s primary residence when determining whether the net…
Read MoreRule 506(c) is the most commonly used exemption of the Regulation D of the Securities Act. Rule 506(c) allows the issuer to…
Read MoreRule 506(c) is not available to certain bad actors. The bad actor rule prohibits an issuer from relying on the exemption if…
Read More
