Category: Compliance

by Hannah Melotto

Tokenization in RegA+

As the private capital market continues to undergo a digital transformation, ideas like blockchain, digital securities, and tokenization continue to be discussed by regulators, issuers, and investors. “Tokens” represent actual ownership in a security and is a registered investment vehicle. However, when the term was coined in the mid-2010s, tokens became thought of as unable…

by Hannah Melotto

Meet the KorePartners: Adrian Alvarez, CEO and Co-Founder of InvestReady

With the recent launch of the KoreConX all-in-one RegA+ platform, KoreConX is happy to feature the partners that contribute to its ecosystem. For the last seven years, Adrian Alvarez has been involved in the securities space, coming to know it like the back of his hand. He has received both his law degree and a…

by Hannah Melotto

The 1% Broker-dealer & What you need to ask!

When working with FINRA Broker-dealer, it’s not enough that they simply have the required licenses that are necessary, so make sure to ask some questions: Are you registered in all 50 states Are you register for RegA+ It is also key to understand what they actually do when you are raising capital. These are some…

October 8, 2021

by Hannah Melotto

What is a Securities Manual?

For companies to raise capital under the exemptions allowed by the JOBS Act, there are different requirements to maintain compliance with state and federal securities laws. For example, a company looking to raise capital through Regulation A+ must adhere to Blue Sky Laws in each state they are conducting the offering.    Similarly, for a…

by Hannah Melotto

What is a Company’s Duty to its Shareholders?

For many companies, raising capital often marks a major milestone. With increased sources of capital, the company can grow, hire new employees, and develop new products that can leave a lasting impact on the world. With the continuing developments of exemptions like Regulation A+ and Regulation CF, companies have a powerful mechanism to raise this…

by Hannah Melotto

As a Canadian Company, can Canadians Invest in Your RegA+?

We have extensively discussed how Americans can invest in securities offered under Regulation A+. However, Canadian companies can also use the exemption to raise capital to fund their businesses. Despite the ability for Canadian companies to use Reg A+, this was a decision made by US regulators, as the JOBS Act is a US, not…

by Hannah Melotto

Why do I need Blue Sky registration for Secondary Trading?

Through the Regulation A+ exemption, securities issuers can raise up to $75 million as of March 2021. This creates a significant opportunity for the everyday investor to make investments in private companies and for the companies to benefit from the large number of investors that exist within this space. Unlike securities purchased on a national…

by Hannah Melotto

How often do I need to hold an AGM?

Every year, Warren Buffet hosts the Berkshire Hathaway Annual Shareholders Meeting. This meeting is an Annual General Meeting (AGM), widely viewed with many people in attendance. The reason for this is that it is often more than the typical AGM, which we will detail below, as Buffet often talks about more than just Berkshire Hathaway….

by Hannah Melotto

Why do I need a FINRA Broker-Dealer?

Broker-dealers are an essential part of the fundraising process. These entities can be small, independent firms or part of a large investment bank. However, regardless of a broker-dealer’s size, they are in the business of buying or selling securities. In this sense, whenever a broker-dealer executes orders for clients, they act as a broker, while…

by Hannah Melotto

The Role of Marketing in Capital Raising Activities

The goal of any capital raising activity is to secure capital for the growth and development of the business. Without needed capital, it can often be challenging to expand; whether that means hiring more employees to keep up with demand, improving production facilities to manufacture a product, or funding research and development to bring more…

by Hannah Melotto

How to Select a Crowdfunding Platform for Your Capital Raise

One of the significant advancements brought to the financial sector in recent years was the enaction of the JOBS Act signed into law by President Obama on April 5th of 2012. Within that legislation contained a form of raising capital for private companies available to any American, whether they were accredited investors or not. This…

by Hannah Melotto

What is KYP?

Previously, we have talked about KYC or Know Your Client. KYC is a rule from the non-profit Financial Industry Regulatory Authority (FINRA), created in the United States in 2007, in response to the growing fears of economic collapse that could come from underregulated securities firms. One part of the FINRA rule set created in 2012…

by Hannah Melotto

What is the Difference Between Fiduciary Responsibility and Regulatory Requirement?

By definition, a fiduciary is a person or an organization who holds a legal or ethical relationship of trust with another person or organization. Typically, this has to do with the responsibility or duty in a financial sense. As an adjective, it gets defined by the Oxford dictionary as “involving trust, especially with regard to…

by Hannah Melotto

Why are Background Checks Important?

Money laundering is a global issue, with the United Nations estimating that between $800 billion and $2 Trillion are laundered each year, with 90% of this estimation remaining undetected. Money laundering is the act of taking money obtained through illegal activities and then introducing it into the system to legitimize or clean it and then make…

by Hannah Melotto

What are Options?

Like warrants, options are a form of security called a derivative. As a derivative’s name suggests, these securities gain their value from an underlying asset. In the case of options, this is the underlying security.    There are typically two primary forms of options; call options and put options. Both are governed by contracts; a…

by Hannah Melotto

What is a Virtual Data Room?

Every way that we do business is changing on what seems a daily basis. In just the last year, we have seen a public health crisis push everyone into their homes to work in the interest of public safety. Along with that change, there was also a change needed in the IT departments to ensure…

by Hannah Melotto

What is KYC?

In 2007, the SEC approved the founding of the non-profit Financial Industry Regulatory Authority (FINRA). FINRA was created in the wake of a failing economy to consolidate the regulation of securities firms operating in the United States. The authority’s responsibilities include “rule writing, firm examination, enforcement, arbitration, and mediation functions, plus all functions previously overseen solely by…

by Oscar Jofre

What Forms of Alternative Finance are Available?

Starting a business can be difficult. Most young companies enter the scene with little capital to help them grow. Taking a loan out from the bank is a good start, but some options can end in higher rewards without a loan hanging over your head. These are alternative finance options, like raising seed capital from…

by Hannah Melotto

Warrants for RegA+

For private companies looking to raise capital through exemptions such as Regulation A+, Regulation CF, or Regulation D, there are many forms of securities that they may be able to issue to investors. Lately, there has been much buzz around warrants for RegA+ offerings and we are seeing them issued to investors as an equivalent…

by Oscar Jofre

KorePartner Spotlight: Douglas Ruark, Founder and President of Regulation D Resources

With the recent launch of the KoreConX all-in-one RegA+ platform, KoreConX is happy to feature the partners that contribute to its ecosystem.   Douglas Ruark, the Founder and President of Regulation D Resources, has always been fascinated by the mechanisms and document structure used to syndicate capital. Starting his career nearly 30 years ago in…

by Oscar Jofre

What is RegTech?

In the wake of the 2008 economic crisis and the subsequent recession that followed, there was a push to create new regulations to govern financial institutions in the United States. With these regulations came requirements that businesses had to follow to be compliant with the new laws. What followed the new regulations was a rise…

by Oscar Jofre

What is Regulated Crowdfunding

On April 5th of 2012, President Obama signed into law legislation called the JOBS Act. Four years after that act was signed, Title III of the JOBS Act was enacted. This was Regulation CF, which allows for private companies in their early stages to use crowdfunding to raise money from any American, not just accredited…

by Oscar Jofre

What is a RegA+ Annual Shareholder Meeting?

With Regulation A+ allowing companies to raise up to $75M USD, the regulation enables many great investors to support an issuer’s journey. From the everyday person to accredited investors, people can claim their stake in companies they foresee to be long-term successes. However, with shareholders come significant responsibilities issuers must uphold to maintain compliance with…

by Oscar Jofre

What is the role of a board director?

When thinking about corporate governance, the first roles that often come to mind are the executive officers like the CEO or CCO. These roles are often responsible for the day-to-day operations of the company, keeping things running smoothly, with other roles reporting to them. However, the board of directors is just as important as they…

by Sara Hanks

Reg A and Reg CF Issuers: Time to Count Your Shareholders!

Reg A and Reg CF have been around for a few years now and we are finding that some of our clients, especially those that have made multiple offerings, are getting to the point where they need to consider the implications of Section 12(g) of the Securities Exchange Act, which requires companies to become registered…

by Hannah Melotto

What Impact Will Blockchain Have on Private Markets?

Blockchain has become a familiar buzzword, especially as things such as cryptocurrency grow in popularity. Currently, 46 million Americans now own Bitcoin. However, blockchain has many more industry-changing applications. Nearly any asset, both tangible and intangible, can be tracked and traded through blockchain.    Blockchain, also known as distributed ledger technology, is a database where transactions are continually…

by Oscar Jofre

What is the Role of a Corporate Secretary?

A Corporate Secretary is a required position set forth by state corporation laws and is part of the ‘check and balance’ on board members and offers the board advice and support. While providing the company with advice on the state laws, they are also tasked with ensuring that board members maintain their fiduciary duties to…

by Oscar Jofre

What is the Estimated Budget for RegA+ Issuance?

Navigating the fundraising process and understanding how much to budget from a financial standpoint is one of the most frequent questions we receive. In the process of conducting a RegA+ offering ourselves, KoreConX has researched the estimated budget for a RegA+ offering.   While the budget varies based on several factors, you need to keep…

by Oscar Jofre

What is 409(a) and Why Does My Company Need it?

Whether your company is a new startup or an established private company, understanding and proper use of a 409(a) is essential to your company’s success. Thinking about it early will help you avoid potential setbacks and challenges later on, giving you more time to focus on growing your company, rather than tackling penalties. If that…

by Oscar Jofre

What are the Benefits of Digital Securities for Issuers and Investors?

With the emergence and development of blockchain technology, digital securities have seen wider adoption by investors and investment firms. Arising from the need for protection against fraud and as a way for investors to ensure asset ownership, digital securities are a digital representation of traditional securities and follow the same regulatory rules. Since their first…

by Sara Hanks

How a Member of the Crowd Made Crowdfunding Easier

A while back, one of our favorite start-up clients called me and asked me to speak to a potential investor. Paul Efron, a resident of Arizona, wanted to invest in the company’s Regulation A offering. However, when he went onto the company’s website to invest, his subscription was rejected. The company was accepting subscriptions from…

by Lahdan Rahmati

Regulation A+ Is Even Better After Passage Of The Economic Growth Act

On May 24, 2018, President Trump signed the Economic Growth, Regulatory Relief and Consumer Protection Act (the Act) into law. The Act was introduced by Senator Mike Crapo, a Republican Senator from Idaho, in the United States Senate Committee on Banking, Housing and Urban Affairs on November 16, 2017. The 73-page-long Act contains a short…

by Hannah Melotto

Why Does My Company Need a 409(a)?

Whether your company is a new startup or an established private company, understanding and proper use of a 409(a) is essential to your company’s success. Thinking about it early will help you avoid potential setbacks and challenges later on, giving you more time to focus on growing your company, rather than tackling penalties. If that…

by Hannah Melotto

KorePartner Spotlight: Sara Hanks, CEO of CrowdCheck

With the recent launch of the KoreConX all-in-one RegA+ platform, KoreConX is happy to feature the partners that contribute to its ecosystem.   With over 30 years in the corporate and securities law field, Sara Hanks has a wealth of experience. Before CrowdCheck began, Sara and one of the firm’s co-founders (whose husband became the…

by Hannah Melotto

What is Cap Table Management?

More than a simple spreadsheet, a cap table (short for capitalization table) records detailed data regarding the equity owned by shareholders.  For companies at any stage, proper cap table management is essential for good business practices. For founders and shareholders alike, it is important to fully grasp the concept of cap tables. So, what exactly…

by Hannah Melotto

What is the Estimated Budget for RegA+ Issuance?

Navigating the fundraising process and understanding how much to budget from a financial standpoint is one of the most frequent questions we receive. In the process of conducting a RegA+ offering ourselves, KoreConX has researched the estimated budget for a RegA+ offering.   While the budget varies based on several factors, you need to keep…

by Hannah Melotto

How Can a Company Raise Capital?

For companies looking to raise capital, there are many different options. While not every option may be best suited for every company, understanding each will help companies choose which one is best for them.   In the early stages of raising capital, seeking investments from family and friends can be both a simple and safe…

by Jeanne Campanelli

Warrant Issuers, Keep Your Offering Statement Evergreen

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…

by Sara Hanks

Foreign Issuers Using Regulation A and Regulation CF

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…

by Oscar Jofre

Click “RESET”

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…

by Hannah Melotto

What are Blue Sky Laws and Why are They Important?

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…

by Hannah Melotto

Wait a Minute, 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…

December 16, 2020

by Hannah Melotto

Why is a Broker-Dealer Important for Private Company Offerings?

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…

by Sara Hanks

The SEC proposes expanding the “accredited investor” definition

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…

by Oscar Jofre

SEC changes to RegA+ and RegCF

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…

by Oscar Jofre

Wake up call, do you have the right chain for securities?

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…

by Kiran Garimella

Finality, Settlement, and Validation: The Place to Start

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….

by Kiran Garimella

Many Rights Make the KoreProtocol Right

Over the last few weeks, we have seen the highly entertaining farce of Craig Wright claiming to be Satoshi Nakamoto by registering a copyright to the original bitcoin whitepaper and code. He may very well be Satoshi. However, registering a copyright does not confer an official recognition of identity. Wei Lu, CEO of Coinsumer, proved…

by Oscar Jofre

Exempt Market Update 2019

The exempt market in Canada is going through some major developments that will fundamentally change how the private market will be seen by investors.Digital Securities provide companies, who are raising capital, the opportunity to offer their investors another potential exit that until now was only seen as a pipe dream.It’s no longer a dream, it’s…

by Oscar Jofre

Reg A+ Webinar: Q&A Part I

The content on this webinar and associated blogs are provided for general information purposes only and does not constitute legal or other professional advice or an opinion of any kind. During our last Regulation A+ webinar with Sara Hanks and Darren Marble, we received dozens of questions about the topic. As promised, we have answered…

by Kendall Almerico

Lessons To Be Learned From The SEC’s Recent Penalties for ICO Companies

The Securities and Exchange Commission recently brought their regulatory hammer down on several ICO-related companies. After months of public statements from officials and rumors of numerous subpoenas and investigations, the SEC sent a strong and undeniable message to companies that have held unregulated initial coin offerings, and to those who are considering it. Don’t do it. There…

by Oscar Jofre

Difference between Crypto and Security Token

Is there a difference between cryptocurrency and a security token? The answer is yes, there is a big difference. And it is time we get these right so the thick fog around this topic can begin to clear up. It is very important to understand how each of them is very different from each other….

by Oscar Jofre

Life of a Company

I know, the title is odd. But the goal is to show how a company is formed and what is required for it  to be maintained. What most of the public sees is only related to sales or marketing, never the insides of the corporate structure or management. The first step each of us make…

by Kiran Garimella

A Big Lesson from the Delaware Blockchain Amendments

Andrea Tinianow, the founding director of the Delaware Blockchain Initiative (and ‘Blockchain Czarina’), recently published a very insightful article on the significant gap in the mainstream protocols for security tokens. The gap is in the way the Delaware Blockchain Amendments are interpreted by the mainstream security token platforms. The Delaware Blockchain Amendments were an outcome…

by Kiran Garimella

Introducing the KoreChain

The KoreChain is the first blockchain on a serious industrial-strength infrastructure that is focused exclusively on the complex world of global financial securities. The KoreChain is a permissioned Hyperledger Fabric blockchain. This gives it the native advantage of Fabric, a blockchain platform that has been engineered from the ground up for handling enterprise-class applications. KoreChain…

by Jonathan Heymann

Capital Raising “Capital markets point of view” dealer

For private issuers, raising capital is the next natural step once you have exhausted other traditional forms of financing. It becomes even more enticing when you read about other firms doing it, and thinking why shouldn’t that be us. However, being prepared to take the issuer to the next level can be a source of…

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