Author: Mark Roderick

by Mark Roderick

Using RegCF to Raise Money for a Non-US Business

To use Reg CF (aka Title III Crowdfunding), an issuer must be “organized under, and subject to, the laws of a State or territory of the United States or the District of Columbia.” That means a Spanish entity cannot issue securities using Reg CF. But it doesn’t mean a Spanish business can’t use Reg CF. First, here’s…

by Mark Roderick

Tax Alert for Sponsors and Fund Managers: IRS Issues Final Regulations for Carried Interests

Every real estate syndication and private investment fund involves a “carried interest” for the sponsor, also known as a “promoted interest.” The IRS just issued final regulations on how those interests are taxed. A carried interest is what the sponsor gets for putting the deal together. For example, a typical waterfall might provide that on…

March 19, 2021

by Mark Roderick

Using a Transfer Agent Doesn’t Mean You Have a Single Entry on Your Cap Table

Many issuers are concerned that “Crowdfunding will screw up my cap table.” In response, several Title III funding portals offer a mechanism they promise will leave only a single entry on the issuer’s cap table, no matter how many investors sign up. The claim is innocuous, i.e., it doesn’t really hurt anybody. But it’s also false….

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