Category: Compliance

An increasing number of issuers have been using Regulation A to make continuous offerings of units, consisting of a combination of equity, often common stock, and warrants to purchase the same equity at a future date.  Under the Securities Act, the units, the shares of stock, the warrants and the shares of stock issuable upon…

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For some reason, this issue has been coming up a lot lately. Our usual response to the question “Can non-US issuers make a Regulation A or Reg CF offering?” is to point to the rules: Rule 251(b)(1) says Regulation A can only be used by “an entity organized under the laws of the United States…

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In the future, 5 or 10 years from now, we will see an evolution in business and a paradigm shift occurring all due to the global COVID-19 pandemic. Many of us have been advocating that the business world has been operating ineffectively, but not until now has everyone been able to see it and experience…

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What are blue sky laws

Originating in the aftermath of the Great Depression, “blue sky laws” were made possible by the Uniform Securities Act of 1956. Leading up to the stock market crash of 1929, the SEC did not exist to regulate offerings and many investment deals offered great profits to increase their sale. Today, blue sky laws play a…

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What is a minute book?

Unlike the name suggests, a minute book is by no means minute. As a business grows, a well-kept minute book becomes an essential record of all important company meetings and allows for the information to be easily accessed when required. With an up-to-date minute book, it makes it easier for companies to keep track of…

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Why do I need a broker-dealer?

If you’re looking to raise money for your private company, chances are that you’ve at least heard the term “broker-dealer.” However, if you’re new to the process, you might not be too familiar with what they do and why they are a key component of the fundraising process.    Simply put, a broker-dealer is an…

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The SEC has proposed amending the definition of “accredited investors.” Accredited investors are currently defined as (huge generalization here) people who have net worth of $1 million (excluding principal residence) or income of $200,000 ($300,000 with spouse) or entities that have assets of $5 million. Here’s the full definition. The whole point of the accreditation definition was that it…

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On 04 March 2020, the US Securities Exchange Commission (SEC) has laid out the proposed changes that are going to have a major impact on the private capital markets.  This is very positive for the market. These changes have been in the works for a number of years and many in the industry have advocated…

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Polymath is the latest of the Ethereum fan club that has woken up to the fact that Ethereum isn’t the right blockchain platform for financial securities. The reasons include the permissionless and unverified participants, gas fees, unpredictable settlement, poor performance, and lack of scalability. Vitalik himself was the first to point this out way back…

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One of the most important concepts in capital market transactions is settlement and finality. Even though the payment infrastructure gets the majority of airtime, settlement finality is just as, if not even more, important in the securities markets. In the public markets, the structure of securities and the clearance and settlement process is quite standardized….

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