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).
Securities Straight Talk Vol. 1: Securities Laws Matter To Startups (Yes, Yours Too)
So, what exactly is a security, and how does it relate to my startup? In this blog series, we will provide the straight talk on federal and state securities laws to help you navigate the web of regulation.
Don’t Have Enough Authorized Shares? There’s A Fix For That
Last September, the Texas legislature ratified Subchapter R, giving Texas for-profit corporations a statutory device for ratifying what were once considered void or voidable corporate acts or issuances of company shares. The new legislation applies to well-established and newly formed […]
Learning From “No”
Hearing ‘no’ from an investor doesn’t end the conversation; it pivots the conversation. If you’ve ever embarked on a round of funding, even a simple friends and family round, chances are you’ve heard some form of “no” more than you’d like.
Selected Offering Exemptions
To help you understand all of the available private offering exemptions, we’ve compiled details on the old Reg D avenues, and the new crowdfunding ones, into a single page and have created a handy chart for your review.
Finding Angel Investors In Texas
This blog was originally published in March of 2016 but was revised in May of 2025 and is still accurate. One of the most common questions I get from my startup clients is, “Can you help me find investors?” The […]
Liquidation Preferences & Convertible Notes
It’s no secret that entrepreneur-turned-VC, Mark Suster, generally isn’t a fan of convertible notes. Here at Vela Wood, we’re fairly pro convertible notes when used responsibly in certain situations. Despite Suster’s dislike of convertible notes, he still looks out for […]
Contemporaneous Crowdfunding
A client who recently launched an intrastate, equity-based*, crowdfunding campaign in Texas called me a few weeks ago with an interesting question: “Can we do an accredited investor, interstate, equity-based crowdfunding campaign at the same time?” After some research, I called […]