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The Securities Edge Securities Blog for Middle-Market Companies

Tag Archives: private placements

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

By Gregory K. Bader on 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

SEC curtails JOBS Act broker registration exemption in recent FAQs

By David C. Scileppi on 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

Did the JOBS Act unintentionally change the statutory private offering exemption?

By Gustav L. Schmidt on Posted in Capital Raising

For securities issuers, the most widely used exemption from registration is the private offering exemption in Section 4 of the Securities Act. Formerly referred to as the “Section 4(2)” exemption, the enactment of the JOBS Act in April of this year fixed the section numbering in Section 4 of the Securities Act which, until now,… Continue Reading

Update on the JOBS Act: Where are we now?

By David C. Scileppi on 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

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

By Gregory K. Bader on 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