Category: Legal

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 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 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 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 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

Meet the KorePartners: Louis Bevilacqua of Bevilacqua PLLC

With the recent launch of the KoreConX all-in-one RegA+ platform, KoreConX is happy to feature the partners that contribute to the ecosystem.    For the past 25 years, Louis Bevilacqua has served as a corporate and securities lawyer. After spending the majority of his time at large, international law firms, Louis discovered his passion for…

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 Andrew Stephenson

Reg CF Investment Vehicles: What Are They Good For?

In its recent rulemaking, the SEC added new Rule 3a-9 under the Investment Company Act to allow for the use of “crowdfunding vehicles” for Reg CF investments. It is important to recognize that crowdfunding vehicles are quite limited, and not at all similar to the special purpose vehicles (“SPVs”) used to aggregate accredited investors in…

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 Kendall Almerico

What is Reg A plus versus Reg A?

The simple answer is that today, Regulation A (Reg A) and Regulation A+ (Reg A+) are the exact same law. There is no difference, and the two terms may be used interchangeably. Some confusion stems from the two similar terms, and there is much misleading information about this online. I’ve even spoken at events where…

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 Kiran Garimella

The Three Fallacies of Smart Contracts

Smart contracts have become popular due to the extensibility of the Ethereum blockchain beyond its main foundation as a cryptocurrency platform, where it competes with Bitcoin. The phrase ‘smart contract’ caught on in the popular imagination. After all, contracts are important mechanisms for transacting business, and what better than to make our contracts smart with…

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

KoreSummit – an opportunity to learn about what is a fully compliant Security Token

Security Token – and all the technology and buzzwords that go with it – is not an easy topic. Search these terms online, and you can get lost in a labyrinth of links, manuals and definitive guides. Above all, you will find many experts that will guarantee this is the next big thing and they…

by Oscar Jofre

Top Questions a Securities Lawyer will Ask an STO Issuer (in USA or Canada)

Security Token Offering is a serious business. The days of the ICO are over. These are clear messages not only from the SEC and other regulatory bodies but also from thoughtful and experienced professionals. The SEC, in particular, is delivering this message mainly through regulatory actions and the position of SEC Chairman Jay Clayton. Most…

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 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…

by Oscar Jofre

StartUp Law 101

Late last year I had the opportunity to collaborate with Catherine Lovrics, B.A., LL.B at Bereskin & Parr LLP, on the inner workings of raising capital for entrepreneurs. Her book, Startup Law 101: A Practical Guide, published last week. The basis of our conversations surrounded accessing funding at the right time and identifying the the…

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