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The Securities Edge Securities Blog for Middle-Market Companies

Monthly Archives: August 2012

Elimination of ban on general solicitation and advertising may leave some questions unanswered

Posted in Capital Raising

Depending on your perspective, lifting the ban on general solicitation and advertising for private offerings is one of the most anticipated or feared provisions in the JOBS Act.  Consumer protection groups are aghast at the potential of fraud stemming from startup companies hawking their stock to unsophisticated investors.  Pro-business groups are ecstatic that someone finally… Continue Reading

Is Facebook’s acquisition of Instagram fair to Instagram shareholders?

Posted in Mergers and Acquisitions, Technology Company Issues

We previously blogged about the potential liability for Facebook, Inc. directors if the company paid too much for the social media start-up company Instagram. Recall that in April, Facebook agreed to acquire Instagram for, at the time, approximately $1 billion with the consideration payable 30% in cash and 70% in Facebook common stock (now, due… Continue Reading

Significant stock price questions loom as Facebook lockup restrictions begin to lapse

Posted in IPOs, Technology Company Issues

More interesting times have arrived for holders of Facebook stock. The stock, which has been brutally beaten down from its IPO price, faces new challenges as the “lockup” restrictions (which have been in place since the IPO) began to expire on August 16. This means that a significant number of Facebook shareholders are now able… Continue Reading

Securities Law 101 (Part I): Yes, securities law applies to you

Posted in Capital Raising

This is the first part of our Securities Law 101 series.   Because capital raising is such a critical function for emerging start-up companies, we designed this series to introduce their management teams to some of the fundamental concepts in securities law.  We hope that this series will prevent some of the most common mistakes management… Continue Reading

You asked for it: Bipartisan agreement in congress

Posted in Disclosure Guidance

Finally, we have had some recent bipartisanship in Congress.  The only problem, of course, is that the recent bipartisanship further burdened public companies with additional disclosure requirements.  As Broc Romanek noted in his blog last week, Congress overwhelmingly passed the Iran Threat Reduction and Syria Human Rights Act of 2012 requiring public companies to disclose… Continue Reading

Banks going dark under the new JOBS Act may have to wait

Posted in Financial Institutions

Just when it appeared that small banks and their holding companies could simply go private or “go dark” under the new rules in the Jumpstart Our Business Startups (JOBS) Act, legacy rules are significantly slowing the process for some.  Under the JOBS Act, banks and bank holding companies may now go dark if they have… Continue Reading