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The Securities Edge Securities Blog for Middle-Market Companies

Tag Archives: early stage companies

Delaware vs Florida: Where should you incorporate?

Posted in Corporate Governance

There is an attraction for companies to incorporate in Delaware, likely due to the abundance of well-known publicly traded corporations that have chosen to incorporate there. However, it is not necessarily true that the Delaware General Corporation Law (“DGCL”) is better than corporate laws of other states; it is just more developed due to the… Continue Reading

Accredited investors – potential changes and some helpful guidance

Posted in Capital Raising

  Potential Changes. Accredited investors have long been critical participants in private financing transactions, and the success of most private financings is largely determined by the participation of these investors and the availability of their capital. State and Federal securities laws have been written or amended to foster and facilitate investment by these accredited investors. Based… Continue Reading

States take the lead on crowdfunding

Posted in Capital Raising

The JOBS Act’s crowdfunding provisions were once one of the most eagerly anticipated items contained in that Act. Many companies and their advisors had high hopes that these crowdfunding provisions would open up new arenas for financing smaller companies while easing the costs and challenges associated with securities regulatory compliance. These hopes and dreams have… Continue Reading

Don’t cross the border!: Intrastate offering exemption still not useful despite new interpretations

Posted in Capital Raising

Last week, the SEC issued three new interpretations related to the so-called “intrastate offering exemption,” which is a registration exemption that facilitates the financing of local business operations.  An intrastate offering is exempt because it does not involve interstate commerce, and is therefore, outside the scope of the Securities Act. We have received a few… Continue Reading

Proposed relief for companies going public is insufficient

Posted in IPOs

In recent weeks, a bill has been reported out of the House Committee on Financial Services promising relief to companies going public.  While I applaud their intentions, this bill will not have much impact, and if anything, is a solution to problems that don’t exist. On March 14, 2014, the House Committee approved 56-0, a… Continue Reading

Regulation A+: Last gasp of the JOBS Act

Posted in Capital Raising

The Jumpstart Our Business Startups (JOBS) Act was enacted on April 5, 2012 with much fanfare and high expectations. The JOBS Act was designed, in part, to help “Emerging Growth Companies” (annual revenues less than $1 billion) gain greater access to growth capital while reducing regulatory restrictions, compliance requirements, and costs. The JOBS Act was… Continue Reading

The SEC gets an A+ with the proposed “Regulation A+” rules

Posted in Capital Raising

One of the most anticipated items from the JOBS Act enacted in April 2012 was the so-called Regulation  A+ –  a new and improved exemption that would allow issuers to raise up to $50 million in a 12-month period through a “mini-registration” process that is similar to that of rarely used Regulation A exemption. On… Continue Reading

Proposed changes to Regulation D: Are these really so bad?

Posted in Capital Raising

On the same day that the SEC proposed rules that may make capital raising easier for companies by repealing the ban on general solicitation for private offerings, the SEC also proposed rules that may make it much more difficult to raise capital.  Why would they do this?  The repeal on the ban on general solicitation… Continue Reading

Twitter announces its IPO in a tweet

Posted in IPOs

The next big tech IPO is in the works. Twitter, the hugely popular short message social media site, announced last week that it has filed a Form S-1 registration statement with the SEC in connection with the company’s proposed initial public offering. This IPO has been rumored and anticipated for some time, and it will… Continue Reading

Avoiding five potential traps in “new” Rule 506 offerings

Posted in Capital Raising

As we previously blogged about, the SEC finally adopted final rules to remove the ban on general solicitation and advertising in Rule 506 offerings.  The removal of the ban is a huge change in the way private offerings may be conducted and welcome relief to the thousands of issuers each year who have tapped out… Continue Reading

Removal of ban on general solicitation and advertising won’t be a license for issuers to say anything they want

Posted in Capital Raising

Although the SEC recently finalized rules that will remove the ban on general solicitation and advertising for certain private offerings under Rule 506 of Regulation D, it does not mean that issuers will have free reign and complete discretion over their use of advertisements. That is, issuers looking to locate potential investors through advertising after… Continue Reading

By removing ban on general solicitation SEC finally moves the JOBS Act forward

Posted in Capital Raising

The SEC issued Final Rules last week that effectively eliminate the ban on the use of general solicitation and general advertising in connection with certain securities offerings performed under Rule 506 of Regulation D. This is a major shift that will allow issuers to use general solicitation and advertising to promote certain private securities offerings…. Continue Reading

Securities Law 101 (Part V): Issuing shares of stock for mergers and acquisitions

Posted in Mergers and Acquisitions

This is the fifth part of our Securities Law 101 series.  Because capital raising is such a critical function for middle market 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

Securities Law 101 (Part IV): Paying employees with stock – Don’t get tripped up!

Posted in Compensation

This is the fourth part of our Securities Law 101 series.  Because capital raising is such a critical function for middle market 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

Potential good news for growth companies: Nasdaq to set up new private market for unlisted stocks

Posted in Capital Raising, Technology Company Issues

Nasdaq OMX Group, Inc. announced today that it will enter into a joint venture with SharesPost, Inc. to form a marketplace for the trading of shares of unlisted companies. This is an interesting and cutting edge move that solves some problems for both Nasdaq and SharesPost. This new marketplace should be very positive for rapidly… Continue Reading

SEC curtails JOBS Act broker registration exemption in recent FAQs

Posted in Capital Raising

I understand that the SEC needs to balance having efficient markets and facilitating capital formation with the protection of investors, but sometimes erecting roadblocks with the intent of protecting investors is merely regulation for regulation’s sake.  On February 5, 2013, the Staff of the Division of Trading and Markets of the SEC provided guidance on… Continue Reading

SEC advisory committee to recommend formation of small company securities exchange

Posted in Capital Raising

  An SEC advisory committee is likely to recommend that that the SEC support the formation of a new securities exchange designed especially for small cap and micro cap public companies. While this new exchange is a long way from approval and operation, strong SEC support could substantially increase its chances of successful implementation. This… Continue Reading

GUEST BLOGGER: Tick size remains large obstacle for middle market public companies

Posted in Capital Raising

Mr. Steiner is the Chief Operating Officer and Managing Director – Investment Banking at Ladenburg Thalmann & Co. Inc.  The views expressed in this posting are Mr. Steiner’s personal views and should not be attributed to Ladenburg Thalmann & Co. Inc., its employees, affiliates or subsidiaries or to Gunster.    While the Jumpstart Our Business… Continue Reading

Update on the JOBS Act: Where are we now?

Posted in Capital Raising

After a flurry of news articles when the JOBS Act became law in April, the news cycle has been non-stop election coverage.  While we all look forward to the end of the political advertisements (especially us Floridians), I wanted to take a moment to bring you up to date on the JOBS Act.  So, where… Continue Reading

Regulation A+: Raise the capital you need without the hassle or expense

Posted in Capital Raising

Regulation A+, one of the most overlooked provisions of the JOBS Act, promises to be the best new way for private companies to raise money without the headaches of going public or the restrictions of private offerings.  As part of the JOBS Act, the SEC was tasked with creating a new offering exemption that has… Continue Reading

Video Interview: Discussing the Facebook-Instagram Deal’s Fairness Review with LXBN TV

Posted in Mergers and Acquisitions, Technology Company Issues

Following up on my post on the subject, I had the opportunity to speak with Colin O’Keefe of LXBN regarding the Facebook/Instagram deal.  In the brief interview, I explain how things have changed since Facebook’s IPO and what, if anything, that meant for the deal’s fairness review with the California Department of Corporations.

Securities Law 101 (Part II): Avoiding the pitfalls in a private placement

Posted in Capital Raising, Financial Institutions

This is the second 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

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