
SEC Unanimously Approves Regulation A+ Rules
On Wednesday March 25th, 2015, the Securities & Exchange Commission (SEC) unanimously adopted amendments to Regulation A. Due to its low dollar threshold and failure to preempt state blue sky laws, Regulation A has heretofore been a little utilized exemption from registration for certain smaller offerings by private companies. The amendments, mandated by Title IV
- Published in Private Placement Memorandum, Raising Capital

Top 5 Most Popular Crowdfunding Sites for Business Ventures
While Regulation D possesses significant differences from crowdfunding, there is no reason that an issuer cannot leverage both approaches. In addition, several crowdfunding platforms blend the regulation and general solicitation under rule 506(c). The following provides a brief summary of some of the more popular crowdfunding platforms out there for business ventures.
- Published in Raising Capital

What is an Investor Side Letter?
Often, when conducting a private offering raise, there comes a time when a key group of investors demand terms that are more favorable to them, relative to the other investors. Common sense dictates that there should be some mechanism to accommodate those investors, provided their demands don’t unfairly prejudice the other investors. But how to
- Published in Private Placement Memorandum, Raising Capital

The Difference between General Solicitation Crowdfunding & Crowdfunding
With most crowdfunding, funders can “donate” monies to a startup or going business concern that is raising capital. Critically, however, they won’t get a stake in that company in exchange. As a result, those funders are “technically” not “investors” and technically not governed by federal and state securities laws. The JOBS ACT’s goal (among others)
- Published in Uncategorized

A Primer on Anti-Dilution in Private Placement Offerings
Private placement offerings are terrific and venerable vehicles to raise company financing outside of the public capital market and without going public. However, because of their very nature they often involve a higher degree of risk than is typically associated with an underwritten and registered offering. That is not always the case, but it is
- Published in Uncategorized

Early Days of Facebook Fundraising shows Power of Regulation D 506 Offering
For those of us who study early-stage company growth and look to past examples, Facebook is a prime one. From its early days of raising private capital to its often ballyhooed IPO, it is a model for rapid, sustainable, investor growth. However, what is often overlooked is that its path to public markets was paved
- Published in Regulation D

5 Questions to Ask before Investing in a Regulation D Private Placement Offering
With 506(c) and a variety of other major securities overhauls, the U.S. Securities and Exchange Commission (SEC) has loosened many of the most restrictive regulations addressing Regulation D private placement offerings. Now more than ever, private securities from private issuers will be making their way to the portfolios of individual and institutional investors alike. And
- Published in Private Placement Memorandum, Regulation D

Why NO to Non-Accredited Investors in a Regulation D Round?
With private placement clients I often get the question “Why Can’t I get non-accredited investors into my Rule 506(b) round, when the rule gives me the right to have up to 35 non-accredited investors?” Yes, it’s true. Rule 506(b) says you can have up to 35 non-accredited investors. However, the devil is always lurking in
- Published in Regulation D

Classic Capital Raising Mistake #1: Seed Funds without Securities Law & Regulation Compliance
Early stage companies raising money have several core options to raise capital (e.g., crowdfunding). However, when raising money from funders who expect a return on investment (i.e., they are buying a security) those funders are essentially “investors” and the issuer company likely has triggered the securities laws. None of this should be cause for alarm
- Published in Private Placement Memorandum

Proposed SEC Amendments to Regulation D, Form D and General Solicitation Modifications
Following the passage of the Jobs Act, none can deny the tectonic shift in securities laws and the government’s approach to capital formation across the board. Accordingly, the ubiquitous Form D is now the target of additional proposed rules that could affect how it will be deployed. Moreover, these proposed amendments can affect the strategies
- Published in Private Placement Memorandum, Regulation D