Reg D

Washington D.C. — The Securities and Exchange Commission this week proposed amendments to enhance and modernize the Investment Company Act “Names Rule” to address changes in the fund industry and compliance practices that have developed in the approximately 20 years since the rule was adopted. A fund’s name is an important marketing tool and can have a significant impact...

Washington D.C. — The Securities and Exchange Commission today announced that it updated its list of unregistered entities that use misleading information to solicit primarily non-U.S. investors, adding 58 soliciting entities, 11 impersonators of genuine firms, and one bogus regulator. The SEC’s list of soliciting entities that have been the subject of investor complaints, known as the Public Alert: Unregistered...

Reg CF is increasing from $1.07 million to $5 million. This change alone should see Regulation Crowdfunding investment exceed $1 billion in 2021 (up from around $250 million over the last 12 months). Founders will be able to “test the waters” (i.e. explore potential investor demand) before officially launching a Reg CF round and filing a Form C. Regulation Crowdfunding allows startup...

Wall Street has a new obsession: special purpose acquisition companies (SPACs). SPACs are an alternative to the traditional way businesses raise money known as initial public offerings (IPOs). Since January 1, 2021 SPACs have raised over $88 billion, making up 83 percent of public offerings this year and raising more money than they did in all of 2020. As investment banks and professional investors celebrate this booming...

Defendants, including persons barred from the brokerage industry, allegedly sold shares they didn’t own, and pocketed more than $75 million Washington D.C. — The Securities and Exchange Commission announced this week that it obtained asset freezes and other emergency relief against StraightPath Venture Partners LLC, StraightPath Management LLC, Brian K. Martinsen, Michael A. Castillero, Francine A. Lanaia, and Eric D....

Washington D.C. — The Securities and Exchange Commission today announced charges against Wells Fargo Advisors for failing to file at least 34 Suspicious Activity Reports (SARs) in a timely manner between April 2017 and October 2021. Wells Fargo Advisors, the St. Louis-based broker-dealer, has agreed to pay $7 million to settle the charges. According to the SEC’s order, due to...

Regulation D Explained: What Are Regulation D Offerings in Real Estate Crowdfunding? Real estate crowdfunding, or the practice of funding a real estate investing venture by raising a small amount of money from a large number of people, typically over the internet, has been gaining in popularity over recent years. To that end, investors who hope to use this method to get...

Washington D.C. — The Securities and Exchange Commission will hold a virtual event on April 28 along with the North American Securities Administrators Association (NASAA) and the AARP to examine the latest challenges and issues affecting the senior investor community. The Older Investor Roundtable will include panel discussions geared toward older investors, consumer advocates, and financial professionals nationwide as topics...

SEC Raises Threshold for Reg A+ Offerings to $75 Million On November 2, the Securities and Exchange Commission (SEC) approved amendments, originally proposed in the SEC’s June 2019 concept release and March 2020 proposing release, to its “patchwork” exempt offering framework. The amendments represent important changes for private and public companies that rely on private offerings as part of their strategies to raise capital....

SEC’s Investment Rule Updates and Cannabis Fundraising Recently the SEC updated its rules to simplify the patchwork of regulations to help companies in fundraising mode. This matters to cannabis companies of all types, especially those that want to utilize the available federal exemptions in their securities offerings. In the SEC’s own words, “These amendments will promote capital formation and expand investment opportunities while...