When is a Stock Sale not a Stock Sale? When it’s a Section 338(h)(10) Sale
This blog discusses the differences between an acquisition structured as an Asset Sale versus one structured as a Stock Sale, as well as the Section 338(h)(10) election, which is used when the Buyer needs the transaction to qualify as a stock sale, but wants the advantages of asset sale tax treatment.
SEC Amends 506(c) Accredited Investor Verification
One of the recent SEC amendments updated the accredited investor verification requirements under Rule 506(c), which is a common federal exemption utilized by startups to broadly solicit capital from accredited investors.
SEC Amendments Positively Impact Capital Formation For Emerging Companies
On November 2, 2020, the Securities and Exchange Commission (SEC) voted to amend the existing regulations and those rules went into effect on March 15, 2021. The SEC amendments change the landscape for small businesses and entrepreneurs seeking to raise capital through exempt offerings.
The SEC’s Digital Asset Questions For RIA Firms
In helping RIA firms learn about crypto assets and develop appropriate policies and procedures, here are some best practices.
Six Practical Tips For Password Security
Like it or not, your email and various other usernames/logins are a significant part of your identity and should be treated as and protected like an asset. Here are some tips for protecting your digital self.
Blockchain Breakfast Summer Series, Part 3: Lawyers, Regulators & The Private Sector
Last week, I sat down with one of my dear and first friends from law school, Cole Davis. Cole is a (recovering!) attorney focused on his new startup Switchchord, a blockchain-based music licensing and copyright management platform. Here are a few takeaways from our discussion.
Does your company’s ICO need to be registered with the SEC as a securities offering?
If a blockchain technology company is considering conducting an initial coin offering (“ICO”) or token sale, the question the company needs to answer is whether it needs to register the token sale with the SEC? The answer depends on whether […]
Securities Straight Talk Vol. 4: Why you Need to Consider Blue Sky Laws Before Conducting a Capital Raise
Not taking securities laws into account prior to the start of your offering can create a dark cloud over your otherwise bright, sun-shiny raise.
Securities Straight Talk Vol. 3: Keeping it Local—Changes to the Rule 147 Intrastate Offering Exemption
The SEC, wishing to facilitate capital formation by smaller companies, amended Rule 147 and adopted Rule 147A to modernize the intrastate offering exemption. These changes have liberalized the Rule 147 safe harbor and expanded the exemptions available for local securities offerings. The amended Rule 147 and new Rule 147A are largely identical, except for a few distinct differences.
Securities Straight Talk Vol. 2: Out With the Old (Rule 505), In With the New (Rule 504)
The SEC released its final ruling that amends Rule 504 and repeals Rule 505, altering Reg D as we know it. In a nutshell, the SEC has combined the best of Rule 504 (unlimited investors, no accredited investor requirement, no burdensome disclosures) with the best of Rule 505 (a $5,000,000 offering limit).