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Regulation D (SEC)
 
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In the United States under the Securities Act of 1933, any offer to sell securities must either be registered with the United States Securities and Exchange Commission (SEC) or meet certain qualifications to exempt them from such registration. Regulation D (or Reg D) contains the rules providing exemptions from the registration requirements, allowing some companies to offer and sell their securities without having to register the securities with the SEC. A Regulation D offering is intended to make access to the capital markets possible for small companies that could not otherwise bear the costs of a normal SEC registration. Reg D may also refer to an investment strategy, mostly associated with hedge funds, based upon the same regulation. The regulation is found under Title 17 of the Code of Federal Regulations, part 230, Sections 501 through 508. The legal citation is 17 C.F.R. §230.501 et seq. On July 10th, 2013, the SEC issued new final regulations allowing public advertising and solicitation of Regulation D offers to accredited investors. This video is targeted to blind users. Attribution: Article text available under CC-BY-SA Creative Commons image source in video
Views: 4440 Audiopedia
Series 63   Registration of securities, exempt securities
 
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This video is taken from our Series 63 Video Lecture (https://solomonexamprep.com/series63/online-video-lecture). Topics covered in this video: what is a security, registration of securities, three ways of registering a security at the state level, registration of securities, exempt transactions, and filing requirements. The full Video Lecture can be purchased online and is included as part of our Series 63 Total Study Package: https://solomonexamprep.com/series63
Views: 18219 Solomon Exam Prep
Securities Act of 1933
 
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United States Congress enacted the Securities Act of 1933 (the 1933 Act, the Securities Act, the Truth in Securities Act, the Federal Securities Act, or the '33 Act, Title I of Pub. L. 73-22, 48 Stat. 74, enacted May 27, 1933, codified at 15 U.S.C. § 77a et seq.), in the aftermath of the stock market crash of 1929 and during the ensuing Great Depression. Legislated pursuant to the interstate commerce clause of the Constitution, it requires that any offer or sale of securities using the means and instrumentalities of interstate commerce be registered with the SEC pursuant to the 1933 Act, unless an exemption from registration exists under the law. "Means and instrumentalities of interstate commerce" is extremely broad, and it is virtually impossible to avoid the operation of this statute by attempting to offer or sell a security without using an "instrumentality" of interstate commerce. Any use of a telephone, for example, or the mails, would probably be enough to subject the transaction to the statute. The 1933 Act was the first major federal legislation to regulate the offer and sale of securities. Prior to the Act, regulation of securities was chiefly governed by state laws, commonly referred to as blue sky laws. When Congress enacted the 1933 Act, it left existing state securities laws ("blue sky laws") in place. The '33 Act is based upon a philosophy of disclosure, meaning that the goal of the law is to require issuers to fully disclose all material information that a reasonable shareholder would require in order to make up his or her mind about the potential investment. This is very different from the philosophy of the blue sky laws, which generally impose so-called "merit reviews." Blue sky laws often impose very specific, qualitative requirements on offerings, and if a company does not meet the requirements in that state then it simply will not be allowed to do a registered offering there, no matter how fully its faults are disclosed in the prospectus. Recently, however, NSMIA added a new Section 18 to the '33 Act which preempts blue sky law merit review of certain kinds of offerings. This video is targeted to blind users. Attribution: Article text available under CC-BY-SA Creative Commons image source in video
Views: 10309 Audiopedia
Securities Act of 1933
 
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Video Software we use: https://amzn.to/2KpdCQF Ad-free videos. You can support us by purchasing something through our Amazon-Url, thanks :) The United States Congress enacted the Securities Act of 1933 , in the aftermath of the stock market crash of 1929 and during the ensuing Great Depression.Legislated pursuant to the interstate commerce clause of the Constitution, it requires that any offer or sale of securities using the means and instrumentalities of interstate commerce be registered with the SEC pursuant to the 1933 Act, unless an exemption from registration exists under the law."Means and instrumentalities of interstate commerce" is extremely broad, and it is virtually impossible to avoid the operation of this statute by attempting to offer or sell a security without using an "instrumentality" of interstate commerce.Any use of a telephone, for example, or the mails, would probably be enough to subject the transaction to the statute. ---Image-Copyright-and-Permission--- About the author(s): U.S. Government License: Public domain ---Image-Copyright-and-Permission--- This channel is dedicated to make Wikipedia, one of the biggest knowledge databases in the world available to people with limited vision. Article available under a Creative Commons license Image source in video
Views: 1222 WikiWikiup
Series 7 Exam Session 2 - Securities Laws
 
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Session 2 in our Series 7 exam videos. Provides an overview of the major securities laws covered in the exam. Get more answers at our forum for finance and accounting at passingscoreforum.com
Views: 58382 Passing Score
Rule 144
 
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Rule 144- Rule 144 sets forth certain requirements for the use of Section 4(1) for the resale of securities. Section 4(1) of the Securities Act provides an exemption for a transaction “by a person other than an issuer, underwriter, or dealer.” The terms “Issuer” and “dealer” have pretty straightforward meanings under the Securities Act, but the term “underwriter” does not. Rule 144 provides a safe harbor from the definition of “underwriter.” If all the requirements for Rule 144 are met, the seller will not be deemed an underwriter and the purchaser will receive unrestricted securities. Although not set out in the statute, all transfer agents and Issuers, along with most clearing and brokerage firms, require an opinion of counsel as to the application of Rule 144 prior to removing the legend from securities and allowing their sale under Rule 144. The opinion letter must set forth that the facts regarding that Issuer, particular stock and selling shareholder comply with the requirements under Rule 144. Rule 144 only addresses the resale of restricted or control securities, not unrestricted securities or sales directly by an Issuer. Unrestricted securities (such as securities that have been registered under the Securities Act) may be sold without reference or regard to the Rule. Control securities are those securities held by an affiliate of the issuing company, and restricted securities are securities acquired in unregistered, private sales from the issuing company or from an affiliate of the Issuer. Rule 144 provides certain conditions that must be met for sales by both affiliates and non-affiliates which conditions vary depending on whether the Issuer of the securities is a reporting or non-reporting Issuer. The following chart summarizes the Rule 144 requirements... Laura Anthony, Esq. Founding Partner Legal & Compliance LLC. 330 Clematis Street, Ste. 217 West Palm Beach, FL 33401 Phone: Toll Free: (800) 341-2684 FREE Local: (561) 514-0936 Email: [email protected] #LawCast
Major Federal Securities Laws
 
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http://thebusinessprofessor.com/major-federal-securities-laws/ Major Federal Securities Laws
Exempt vs. Excluded in 4 minutes!! (Series 63/65/66)
 
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In this video, I discuss the fundamental difference between exempt and excluded (for securities and persons), which is a big testable concept for the Series 63, 65, and 66. Concepts covered: exempt, excluded, registration, state administrator, U.S. Government bonds, fixed annuities, agents, broker-dealers, investment advisors, and IARs. Visit my website and social media for additional help & resources: Website: http://www.basicwisdom.net Twitter: https://twitter.com/thebasicwisdom Instagram: https://www.instagram.com/basicwisdom/ Facebook: https://www.facebook.com/basicwisdom/
Views: 1230 Basic Wisdom
What is Regulation S?
 
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What is Regulation S? | Ahpaly Coradin | Coradin Law P.A. | Committed to Excellence | Contact Us | +1-305-714-9532 | http://coradinlaw.com/ | 200 South Biscayne Blvd, Suite 2790, Miami, FL 33131
Views: 1099 Coradin Law P.A.
Rule 504 Securities Exemption
 
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http://thebusinessprofessor.com/rule-504-securities-exemption/ Rule 504 Securities Exemption
Rule 144A
 
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In this microtalk, we discuss the exemption available under Rule 144A of the Securities Act for resales of certain securities to qualified institutional buyers.
Views: 125 Mayer Brown
Rule 506c Securities Exemption
 
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http://thebusinessprofessor.com/rule-506c-securities-exemption/ Rule 506c Securities Exemption
Series 24 - Investment Banking: Exempt Offerings and Transactions
 
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This video is taken from our Series 24 Video Lecture (https://solomonexamprep.com/series24/online-video-lecture). Topics covered in this video: 1933 Act, Regulation A+, Regulation D, Private Placements, Finders, Regulation S, Rule 144, and more. The full Video Lecture can be purchased online and is included as part of our Series 24 Total Study Package: https://solomonexamprep.com/series24/
Views: 4050 Solomon Exam Prep
Filing A Form S-1
 
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Filing A Form S-1- One of the methods of going public is directly through a public offering. In today’s financial environment, many Issuers are choosing to self-underwrite their public offerings, commonly referred to as a Direct Public Offering (DPO). Management of companies considering a going public transaction have a desire to understand the required disclosures and content of a registration statement. This blog provides that information. Pursuant to Section 5 of the Securities Act of 1933, as amended (“Securities Act”), it is unlawful to “offer” or “sell” securities without a valid effective registration statement unless an exemption is available. Companies desiring to offer and sell securities to the public with the intention of creating a public market or going public must file with the SEC and provide prospective investors with a registration statement containing all material information concerning the company and the securities offered. Currently all domestic Issuers must use either form S-1 or S-3. Form S-3 is limited to larger filers with a minimum of $75 million in annual revenues, among other requirements. All other Issuers must use form S-1. The DPO Regulated Time Periods There are generally three regulated time periods in a DPO: (i) the pre-filing period, which begins when the Issuer decides to proceed with an offering. During this period, counsel prepares the registration statement and prospectus. (ii) the waiting or “quiet period,” which is the time from the filing of the registration statement until it is declared effective. During this time the Issuer can engage in limited marketing (offers only) of the offering through the use of the filed registration statement, which must clearly indicate that it is not the final document (often referred to as a “red herring”). (iii) the post-effective period, in which the registration statement is effective and the Issuer can proceed with sales of the securities registered. In addition to disclosure and regulations related to the offering during all three periods, marketing and public communications of the Issuer are restricted. See the section “Restrictions on Communications Related to DPO’s” below. The S-1 In General There are four primary regulations governing the preparation and filing of Form S-1: (i) Regulation C – contains the general requirements for preparing and filing the Form S-1, including within Regulation Care regulations and procedures related to (a) the treatment of confidential information; (b) amending a registration statement prior to effectiveness; (c) procedures to file a post-effective amendment; and (d) the “plain English” rule. (ii) Regulation S-T – requires that all registration statements, exhibits and documents be electronically filed through the SEC’s EDGAR system. (iv) Regulation S-K – sets forth, in detail, all the disclosure requirements for all the sections of the S-1. Regulation S-K is the who, what, where, when and how requirements to complete the S-1. (v) Regulation S-X – sets forth the requirements with respect to the form and content of financial statements to be filed with the SEC. Regulation S-X includes general rules applicable to the preparation of all financial statements and specific rules pertaining to particular industries and types of businesses. #LawCast
What Is the Securities & Exchange Commission? Is It Effective? U.S. Finance
 
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Within the SEC, there are five divisions. Headquartered in Washington, D.C., the SEC has 11 regional offices throughout the US. The SEC's divisions are:[10] Corporation Finance Trading and Markets Investment Management Enforcement Economic and Risk Analysis Corporation Finance is the division that oversees the disclosure made by public companies, as well as the registration of transactions, such as mergers, made by companies. The division is also responsible for operating EDGAR. The Trading and Markets division oversees self-regulatory organizations such as the Financial Industry Regulatory Authority (FINRA) and Municipal Securities Rulemaking Board (MSRB) and all broker-dealer firms and investment houses. This division also interprets proposed changes to regulations and monitors operations of the industry. In practice, the SEC delegates most of its enforcement and rulemaking authority to FINRA. In fact, all trading firms not regulated by other SROs must register as a member of FINRA. Individuals trading securities must pass exams administered by FINRA to become registered representatives.[11][12] The Investment Management Division oversees registered investment companies, which include mutual funds, as well as registered investment advisors. These entities are subject to extensive regulation under various federals securities laws.[13] The Division of Investment Management administers various federal securities laws, in particular the Investment Company Act of 1940 and Investment Advisers Act of 1940. This division's responsibilities include:[14] assisting the Commission in interpreting laws and regulations for the public and SEC inspection and enforcement staff; responding to no-action requests and requests for exemptive relief; reviewing investment company and investment adviser filings; assisting the Commission in enforcement matters involving investment companies and advisers; and advising the Commission on adapting SEC rules to new circumstances. The Enforcement Division works with the other three divisions, and other Commission offices, to investigate violations of the securities laws and regulations and to bring actions against alleged violators. The SEC generally conducts investigations in private. The SEC's staff may seek voluntary production of documents and testimony, or may seek a formal order of investigation from the SEC, which allows the staff to compel the production of documents and witness testimony. The SEC can bring a civil action in a U.S. District Court, or an administrative proceeding which is heard by an independent administrative law judge (ALJ). The SEC does not have criminal authority, but may refer matters to state and federal prosecutors. The director of the SEC's Enforcement Division Robert Khuzami left the office in February 2013.[15] Among the SEC's offices are: The Office of General Counsel, which acts as the agency's "lawyer" before federal appellate courts and provides legal advice to the Commission and other SEC divisions and offices; The Office of the Chief Accountant, which establishes and enforces accounting and auditing policies set by the SEC. This office has played a role in such areas as working with the Financial Accounting Standards Board to develop Generally Accepted Accounting Principles, the Public Company Accounting Oversight Board in developing audit requirements, and the International Accounting Standards Board in advancing the development of International Financial Reporting Standards; The Office of Compliance, Inspections and Examinations, which inspects broker-dealers, stock exchanges, credit rating agencies, registered investment companies, including both closed-end and open-end (mutual funds) investment companies, money funds. and Registered Investment Advisors; The Office of International Affairs, which represents the SEC abroad and which negotiates international enforcement information-sharing agreements, develops the SEC's international regulatory policies in areas such as mutual recognition, and helps develop international regulatory standards through organizations such as the International Organization of Securities Commissions and the Financial Stability Forum; The Office of Investor Education and Advocacy, which helps educate the public about securities markets and warns investors of fraud and stock market scams; The Office of Economic Analysis, which helps the SEC estimate the economic costs and benefits of its various rules and regulations; and The Office of Information Technology, which supports the Commission and staff in information technology, including application development, infrastructure operations. and engineering, user support, IT program management, capital planning, security, and enterprise architecture. The Inspector General. The SEC announced in January 2013 that it had named Carl Hoecker the new inspector general.[16][17] He has a staff of 22. https://en.wikipedia.org/wiki/U.S._Securities_and_Exchange_Commission
Views: 5957 Way Back
The Quadrant Biosciences Story
 
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Important Disclosure: The Quadrant security token offering will be open only to (i) "accredited investors" (as defined in Rule 501 of Regulation D under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and (ii) outside the United States to persons other than "U.S. persons” (as defined in Regulation S under the Securities Act). This security token offering is being conducted pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 506(c) of Regulation D. For more information, visit www.quadranttoken.com.
Securities Laws And Regulations
 
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It is getting easier for small time investors to purchase stocks in the United States. Whether you are a small investor or a large investor, you are covered by federal securities laws. There are many important federal securities laws that govern all aspects of securities trading. There are also regulatory agencies such as the Securities and Exchange Commission (SEC) that issue regulations, investigate and make decisions regarding violations of security law. To learn more about securities laws and regulations visit http://www.lawinfo.com/securities.html
Views: 313 lawinfo
Section 4(a)(1) Exemption
 
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Section 4(a)(1) Exemption- Just like for an issuer, when a shareholder sells or transfers shares that sale or transfer must either be registered or exempt from registration. The most common exemption relied upon is Section 4(a)(1) and the Rule 144 safe harbor under Section 4(a)(1). Section 4(a)(1) provides an exemption for a transaction "by a person other than an issuer, underwriter, or dealer." Rule 144 provides a non-exclusive safe harbor for the sale of securities under Section 4(a)(1). In the event that Rule 144 is unavailable, a holder of securities may still rely upon Section 4(a)(1). Section 4(a)(2) of the Securities Act provides an exemption for sales by the issuer not involving a public offering. The issuer itself may not rely on Section 4(a)(1), and selling security holders may not rely on Section 4(a)(2). Case law and the SEC unilaterally conclude that an affiliate which is an officer, director or greater than 10% shareholder may not rely on Section 4(a)(1) for the resale of securities that results in the purchaser receiving freely tradeable shares. In particular, an affiliate is presumptively deemed an underwriter unless that affiliate meets the requirements for use of Rule 144. The Rule 144 requirements cannot always be satisfied by an affiliate, such as when such affiliate desires to sell securities in a private transaction without the use of a broker-dealer. The court system, recognizing this gap in the statutory regime, developed the Section 4(a)(1½) exemption. When an affiliate sells a control block of a public company, they are in essence relying on Section 4(a)(1½) as no other exemption would technically be available. Separately, in 2008, the SEC amended Rule 144 to make its use unavailable for the sale of securities initially issued by a shell company or any issuer that has, at any time, previously been a shell company unless all the requirements of Rule 144(i) are met. These requirements include that the issuer no longer be a shell company, is subject to the reporting requirements of the Securities Exchange Act for 12 months following the time that it filed Form 10 information indicating it was no longer a shell company, and is current with all Exchange Act reporting requirements. In an effort to gain liquidity in securities of companies that do not meet the Rule 144(i) requirements due to current or former shell status, selling security holders have begun to rely directly on Section 4(a)(1), disregarding the Rule 144 safe harbor. However, as noted, Section 4(a)(1) is not available for use by affiliates, who instead rely on the Section 4(a)(1½) exemption. The same series of cases define both exemptions. In the next Lawcast in this series I will discuss the requirements for use of the Section 4(a)(1) and 4(a)(1½) exemptions. Laura Anthony, Esq. Founding Partner Legal & Compliance LLC. 330 Clematis Street, Ste. 217 West Palm Beach, FL 33401 Phone: Toll Free: (800) 341-2684 FREE Local: (561) 514-0936 Email: [email protected] #LawCast
Rule 144: Everything You Need to Know
 
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Have more questions? Hire an attorney on UpCounsel today and Post a Job: https://www.upcounsel.com/jobs/new What Is Rule 144? The regulation gives a specific set of conditions that a shareholder must meet in order to sell unregistered, "restricted," or "controlled" securities in the public marketplace. For a shareholder to sell securities on the public stock market, the securities and sale need to be registered with the U.S. Securities and Exchange Commission (SEC).
Views: 398 UpCounsel
Regulation D Securities Exemptions
 
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http://thebusinessprofessor.com/regulation-d-securities-exemption/ Regulation D Securities Registration Exemptions
Form S-1 Filing
 
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Form S-1 Filing- One of the methods of going public is directly through a public offering. In today’s financial environment, many Issuers are choosing to self-underwrite their public offerings, commonly referred to as a Direct Public Offering (DPO). Management of companies considering a going public transaction have a desire to understand the required disclosures and content of a registration statement. This blog provides that information. Pursuant to Section 5 of the Securities Act of 1933, as amended (“Securities Act”), it is unlawful to “offer” or “sell” securities without a valid effective registration statement unless an exemption is available. Companies desiring to offer and sell securities to the public with the intention of creating a public market or going public must file with the SEC and provide prospective investors with a registration statement containing all material information concerning the company and the securities offered. Currently all domestic Issuers must use either form S-1 or S-3. Form S-3 is limited to larger filers with a minimum of $75 million in annual revenues, among other requirements. All other Issuers must use form S-1. The DPO Regulated Time Periods There are generally three regulated time periods in a DPO: (i) the pre-filing period, which begins when the Issuer decides to proceed with an offering. During this period, counsel prepares the registration statement and prospectus. (ii) the waiting or “quiet period,” which is the time from the filing of the registration statement until it is declared effective. During this time the Issuer can engage in limited marketing (offers only) of the offering through the use of the filed registration statement, which must clearly indicate that it is not the final document (often referred to as a “red herring”). (iii) the post-effective period, in which the registration statement is effective and the Issuer can proceed with sales of the securities registered. In addition to disclosure and regulations related to the offering during all three periods, marketing and public communications of the Issuer are restricted. See the section “Restrictions on Communications Related to DPO’s” below. The S-1 In General There are four primary regulations governing the preparation and filing of Form S-1: (i) Regulation C – contains the general requirements for preparing and filing the Form S-1, including within Regulation Care regulations and procedures related to (a) the treatment of confidential information; (b) amending a registration statement prior to effectiveness; (c) procedures to file a post-effective amendment; and (d) the “plain English” rule. (ii) Regulation S-T – requires that all registration statements, exhibits and documents be electronically filed through the SEC’s EDGAR system. (iv) Regulation S-K – sets forth, in detail, all the disclosure requirements for all the sections of the S-1. Regulation S-K is the who, what, where, when and how requirements to complete the S-1. (v) Regulation S-X – sets forth the requirements with respect to the form and content of financial statements to be filed with the SEC. Regulation S-X includes general rules applicable to the preparation of all financial statements and specific rules pertaining to particular industries and types of businesses. Form S-1 Filing. Laura Anthony, Esq. Founding Partner Legal & Compliance LLC. 330 Clematis Street, Ste. 217 West Palm Beach, FL 33401 Phone: Toll Free: (800) 341-2684 FREE Local: (561) 514-0936 Email: [email protected] #LawCast
The DPO Process
 
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Securities LawCast©- Legal & Compliance, LLC- The Direct Public Offering Process Including Form S-1 Registration Statement Requirements. The DPO Process. One of the methods of going public is directly through a public offering. In today’s financial environment, many Issuers are choosing to self-underwrite their public offerings, commonly referred to as a Direct Public Offering (DPO). Management of companies considering a going public transaction have a desire to understand the required disclosures and content of a registration statement. This blog provides that information. Pursuant to Section 5 of the Securities Act of 1933, as amended (“Securities Act”), it is unlawful to “offer” or “sell” securities without a valid effective registration statement unless an exemption is available. Companies desiring to offer and sell securities to the public with the intention of creating a public market or going public must file with the SEC and provide prospective investors with a registration statement containing all material information concerning the company and the securities offered. Currently all domestic Issuers must use either form S-1 or S-3. Form S-3 is limited to larger filers with a minimum of $75 million in annual revenues, among other requirements. All other Issuers must use form S-1. The DPO Regulated Time Periods There are generally three regulated time periods in a DPO: (i) the pre-filing period, which begins when the Issuer decides to proceed with an offering. During this period, counsel prepares the registration statement and prospectus. (ii) the waiting or “quiet period,” which is the time from the filing of the registration statement until it is declared effective. During this time the Issuer can engage in limited marketing (offers only) of the offering through the use of the filed registration statement, which must clearly indicate that it is not the final document (often referred to as a “red herring”). (iii) the post-effective period, in which the registration statement is effective and the Issuer can proceed with sales of the securities registered. In addition to disclosure and regulations related to the offering during all three periods, marketing and public communications of the Issuer are restricted. See the section “Restrictions on Communications Related to DPO’s” below. The S-1 In General There are four primary regulations governing the preparation and filing of Form S-1: (i) Regulation C – contains the general requirements for preparing and filing the Form S-1, including within Regulation Care regulations and procedures related to (a) the treatment of confidential information; (b) amending a registration statement prior to effectiveness; (c) procedures to file a post-effective amendment; and (d) the “plain English” rule. (ii) Regulation S-T – requires that all registration statements, exhibits and documents be electronically filed through the SEC’s EDGAR system. (iv) Regulation S-K – sets forth, in detail, all the disclosure requirements for all the sections of the S-1. Regulation S-K is the who, what, where, when and how requirements to complete the S-1. (v) Regulation S-X – sets forth the requirements with respect to the form and content of financial statements to be filed with the SEC. Regulation S-X includes general rules applicable to the preparation of all financial statements and specific rules pertaining to particular industries and types of businesses. Laura Anthony, Esq. Founding Partner Legal & Compliance LLC. 330 Clematis Street, Ste. 217 West Palm Beach, FL 33401 Phone: Toll Free: (800) 341-2684 FREE Local: (561) 514-0936 Email: [email protected] #LawCast
What does The Securities and Exchange Commission do?
 
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Any questions? The Securities and Exchange Commission is a government entity created to regulate the trading in securities such as stocks and bonds. The "SEC" as it is known was created after the Great Depression to protect the public by regulating the trading in stocks and bonds. The goal is for the average investor, Joe Q, to have access to the same information as the executives who oversee or work for the public companies that are traded on the exchanges. All public companies must file their results with the SEC on a periodic basis, usually each quarter so that the public has access to the same information as the company executives. Also, the SEC makes sure that the "insiders" who work for the companies, do not have an unfair advantage to invest or trade in securities based on "inside" information that is not yet available to the public. So, the SEC is like an investment police force!
Views: 31396 FinLit
Rule 506b Securities Exemption
 
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http://thebusinessprofessor.com/rule-506b-securities-exemption/ Rule 506b Securities Exemption
What’s the Significance of Filing Form D with the SEC (or not)?
 
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Securities Attorney Darin Mangum ( thePPMattorney.com ) discusses the significance of filing Form D with the SEC and the impact it can have on claiming exemptions from registration under Regulation D of the Securities Act of 1933, as amended. If you have questions, please feel free to call me directly as listed below. Phone: (281) 203-0194 E-mail: [email protected] Website: ThePPMAttorney.com FOR GENERAL INFORMATION ONLY. NOT TO BE CONSTRUED AS LEGAL ADVICE. I'M NOT YOUR ATTORNEY UNLESS A DULY EXECUTED ENGAGEMENT LETTER EXISTS BETWEEN US. (c) 2017 DARIN H. MANGUM PLLC.
Views: 878 Darin Mangum
Restricted Securities and Rule 144
 
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http://thebusinessprofessor.com/restricted-securities-and-rule-144/ Restricted Securities and Rule 144
Regulations that Security Tokens need to comply with | 8 Decimal Capital STO Series
 
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U.S. Securities Regulation guides the market. Under Section 5 of the Securities Act of 1933 established by the U.S. Securities and Exchange Commission, all offers and sales of securities must be registered with the SEC or qualify for an exemption: • Regulation D is the most commonly used exemption. • Regulation A+ applies to an unaccredited investor base. • Regulation S applies to money raised from non-US investors. • Regulation CF allows crowdfunding of businesses. Learn in 2 minutes about the regulations that security tokens plan to comply with.
Is Regulation A a Private or Public Offering?
 
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Is Regulation A a Private or Public Offering?- A question that the SEC and practitioners continue to discuss is whether Regulation A is a private or public offering? The legal nuance that Regulation A is an “exempt” offering under Section 5 has caused confusion and the need for careful thought by practitioners and the SEC staff alike. So far, it appears that Regulation A is treated as a public offering in almost all respects except as related to the applicability of Securities Act Section 11 liability. Section 11 of the Securities Act provides a private cause of action in favor of purchasers of securities, against those involved in filing a false or misleading public offering registration statement. Any purchaser of securities, regardless of whether they bought directly from the company or secondarily in the aftermarket, can sue a company, its underwriters, and experts for damages where a false or misleading registration statement had been filed related to those securities. Regulation A is not considered a public offering for purposes of Section 11 liability. Securities Act Section 12, which provides a private cause of action by a purchaser of securities directly against the seller of those securities, specifically imposes liability on any person offering or selling securities under Regulation A. The general antifraud provisions under Section 17 of the Securities Act, which apply to private and public offerings, also applies to Regulation A. When considering integration, the SEC has now confirmed that a Regulation A offering can rely on Rule 152 such that a completed exempt offering, such as under Rule 506(b), will not integrate with a subsequent Regulation A filing. Under Rule 152, a securities transaction that at the time involves a private offering will not lose that status even if the company subsequently makes a public offering. The SEC has also issued guidance that Rule 152 applies to prevent integration between a completed 506(b) offering and a subsequent 506(c) offering, indicating that the important factor in the Rule 152 analysis is the ability to publicly solicit regardless of the filing of a registration statement. However, in a nod to its technical exempt status, as mentioned in a prior Lawcast in this series, Item 6 of Part I of a Regulation A Form 1-A, which requires disclosure of unregistered securities issued or sold within the prior year, must include a disclosure of all securities issued or sold pursuant to Regulation A in the prior year. On the other hand, Regulation A is definitely used as a going public transaction and, as such, is very much a public offering. A recent SEC white paper refers to regulation A as a mini IPO. Securities sold in a Regulation A offering are not restricted and therefore are available to be used to create a secondary market and trade such as on the OTC Markets or a national exchange. Tier 2 issuers that have used the S-1 format for their Form 1-A filing are permitted to file a Form 8-A to register under the Exchange Act and become subject to its reporting requirements. A Form 8-A is a simple registration form used instead of a Form 10 for companies that have already filed the substantive Form 10 information with the SEC. Upon filing a Form 8-A, the company will become subject to the full Exchange Act reporting obligations which is a pre-requisite to making application to trade on a national exchange. #LegalAndComplianceLLC
Rule 147 and Section 3 Exemption
 
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http://thebusinessprofessor.com/rule-147-and-section-3-exemption/ Rule 147 and Section 3 Exemption
CPA Exam REG Securities Regulation Sample
 
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CPA Exam REG Securities Regulation Sample Full lesson includes: Lesson Overview 1933 Act Securities Regulation 1933 Act Registration Requirements 1933 ACT SHELF REGISTRATION REGISTRATION PROCESS REGISTRATION STATEMENT REGISTRATION FORMS SEC EXEMPTIONS FROM REGISTRATION INTRASTATE ISSUES 1933 ACT: REGULATION A 1933 ACT: REGULATION D REG D: RULE 504 EXEMPTION REG D: RULE 506 EXEMPTION 1933 ACT LIABILITIES: SECTION 11 LIABILITY DEFENSES 1933 ACT DEFINITIONS THE SECURITIES EXCHANGE ACT OF 1934 1934 ACT: WHAT SHOULD BE REPORTED? 1934 ACT REPORTING REQUIREMENTS 1934 ACT ANTIFRAUD PROVISIONS SECTION 11 OF 1933 VS. RULE 10B-5 OF 1934 SARBANES-OXLEY ACT OF 2002 THE DODD-FRANK ACT OF 2010 EXEMPTIONS FOR SMALLER AND EMERGING COMPANIES
Views: 221 CPA Adventure Guide
What Does the Securities and Exchange Commission Do? Rules, Regulations (1989)
 
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Prior to the enactment of the federal securities laws and the creation of the SEC, there existed so-called blue sky laws. They were enacted and enforced at the state level, and regulated the offering and sale of securities to protect the public from fraud. Though the specific provisions of these laws varied among states, they all required the registration of all securities offerings and sales, as well as of every U.S. stockbroker and brokerage firm.[4] However, these blue sky laws were generally found to be ineffective. For example, the Investment Bankers Association told its members as early as 1915 that they could "ignore" blue sky laws by making securities offerings across state lines through the mail.[5] After holding hearings on abuses on interstate frauds (commonly known as the Pecora Commission), Congress passed the Securities Act of 1933 (15 U.S.C. § 77a), which regulates interstate sales of securities (original issues) at the federal level. The subsequent Securities Exchange Act of 1934 (15 U.S.C. § 78d) regulates sales of securities in the secondary market. Section 4 of the 1934 act created the U.S. Securities and Exchange Commission to enforce the federal securities laws; both laws are considered parts of Franklin D. Roosevelt's New Deal raft of legislation. The Securities Act of 1933 is also known as the "Truth in Securities Act" and the "Federal Securities Act”, or just the "1933 Act." Its goal was to increase public trust in the capital markets by requiring uniform disclosure of information about public securities offerings. The primary drafters of 1933 Act were Huston Thompson, a former Federal Trade Commission (FTC) chairman, and Walter Miller and Ollie Butler, two attorneys in the Commerce Department's Foreign Service Division, with input from Supreme Court Justice Louis Brandeis. For the first year of the law's enactment, the enforcement of the statute rested with the Federal Trade Commission, but this power was transferred to the SEC following its creation in 1934. (Interestingly, the first, rejected draft of the Securities Act written by Samuel Untermyer vested these powers in the U.S. Post Office, because Untermyer believed that only by vesting enforcement powers with the postal service could the constitutionality of the act be assured.[5]) The law requires that issuing companies register distributions of securities with the SEC prior to interstate sales of these securities, so that investors may have access to basic financial information about issuing companies and risks involved in investing in the securities in question. Since 1994, most registration statements (and associated materials) filed with the SEC can be accessed via the SEC’s online system, EDGAR.[6] The Securities Exchange Act of 1934 is also known as "the Exchange Act" or "the 1934 Act". This act regulates secondary trading between individuals and companies which are often unrelated to the original issuers of securities. Entities under the SEC’s authority include securities exchanges with physical trading floors such as the New York Stock Exchange (NYSE), self-regulatory organizations (SROs) such as the National Association of Securities Dealers (NASD), the Municipal Securities Rulemaking Board (MSRB), online trading platforms such as the NASDAQ Stock Market (NASDAQ) and alternative trading systems (ATSs), and any other persons (e.g., securities brokers) engaged in transactions for the accounts of others.[7] President Roosevelt appointed Joseph P. Kennedy, Sr., father of President John F. Kennedy, to serve as the first Chairman of the SEC, along with James M. Landis (one of the architects of the 1934 Act and other New Deal legislation) and Ferdinand Pecora (Chief Counsel to the United States Senate Committee on Banking and Currency during its investigation of Wall Street banking and stock brokerage practices). Other prominent SEC commissioners and chairmen include William O. Douglas (who went on to be a U.S. Supreme Court justice), Jerome Frank (one of the leaders of the legal realism movement), and William J. Casey (who later headed the Central Intelligence Agency under President Ronald Reagan). https://en.wikipedia.org/wiki/U.S._Securities_and_Exchange_Commission
Views: 1713 Remember This
Registered Offerings Using Form S-1
 
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Registered Offerings Using Form S-1- In the last LawCast series I detailed testing the waters in a Regulation A or A+ offering. I’m now moving on to registered offerings using Form S-1. Historically all offers to sell registered securities prior to the effectiveness of the filed registration statement have been strictly regulated and restricted. The public offering process is divided into three periods: (1) the pre-filing period, (2) the waiting or pre-effective period, and (3) the post-effective period. Communications made by the company during any of these three periods may, depending on the mode and content, result in violations of Section 5 of the Securities Act of 1933. Communication-related violations of Section 5 during the pre-filing and pre-effectiveness periods are often referred to as “gun jumping.” All forms of communication could create “gun-jumping” issues (e.g., press releases, interviews, and use of social media). “Gun jumping” refers to written or oral offers of securities made before the filing of the registration statement and written offers made after the filing of the registration statement other than by means of a prospectus that meet the requirements of Section 10 of the Securities Act, a free writing prospectus or a communication falling within one of the several safe harbors from the gun-jumping provisions. “Offers” of securities are very broadly defined. Section 2(a)(3) of the Securities Act define “offer to sell,” “offer for sale,” or “offer” to include “every attempt or offer to dispose of, or solicitation of an offer to buy, a security or interest in a security, for value.” The definition specifically excludes discussions and negotiations between a company and an underwriter or underwriters. The Section 2(a)(3) definition of an offer also specifically excludes research reports by broker-dealers, a provision that was added by the JOBS Act and will be discussed in this Lawcast series. In 2005, in order to modernize the offering process, the SEC adopted the “Securities Offering Reform,” which included adding a number of communication safe harbors from enforcement of Section 5. The JOBS Act added additional provisions allowing for test-the-waters communications by emerging growth companies during the offering process. Test-the-waters communications involve solicitations of indications of interest for an offering prior to the effectiveness of a registration statement. Where Regulation A freely allows, and even encourages, test-the-waters communications, the standard IPO process using a Form S-1 still strictly limits pre-effectiveness solicitations of interest and offering communications overall. As with Regulation A, indications of interest as a result of test-the-waters communications are non-binding. Section 5(a) of the Securities Act prohibits the sale of securities before the registration statement is deemed effective. #LawCast
Regulation S-K Concept Release
 
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Regulation S-K Concept Release- Today is the continuation in a Lawcast series discussing SEC disclosure requirements. On April 15, 2016, the SEC issued a 341-page concept release and request for public comment on sweeping changes to certain business and financial disclosure requirements in Regulation S-K. The Reg S-K Concept Release is part of the SEC Disclosure Effectiveness Initiative mandated by the JOBS Act. The Reg S-K Concept Release is not a rulemaking release but rather provides an indepth discussion of the history and reasons behind Reg S-K and its various provisions and then seeks public input and comment both in general and on specific matters. The Release also drills down on parts of the 100, 200, 300, 500 and 700 series of Regulation S-K rules and provides suggested changes, again seeking public input and comment. Over the next few Lawcasts, I will discuss the Concept Release. The fundamental tenet of the federal securities laws is defined by one word: disclosure. In fact, the SEC neither reviews nor opines on the merits of any company or transaction, but only upon the appropriate disclosure, including risks, made by that company. Regulation S-K, as amended over the years, was adopted as part of a uniform disclosure initiative to provide a single regulatory source related to non-financial statement disclosures and information required to be included in registration statements and reports filed under the Securities Exchange Act of 1934 and the Securities Act of 1933. A public company with a class of securities registered under either Section 12 or which is subject to Section 15(d) of the Exchange Act must file reports with the SEC. The underlying basis of these Reporting Requirements is to keep shareholders and the markets informed on a regular basis in a transparent manner. Reports filed with the SEC can be viewed by the public on the SEC EDGAR website. The required reports include an annual Form 10-K, quarterly Form 10Q’s and current periodic Form 8-K, as well as proxy reports and certain shareholder and affiliate reporting requirements. A Section 12 registration statement, including a Form 10 or Form 8-A, may be filed voluntarily or per statutory requirement if the issuer’s securities are held by either (i) 2,000 persons or (ii) 500 persons who are not accredited investors and where the issuer’s total assets exceed $10 million. In addition, companies that file a registration statement under the Securities Act, such as a Form S-1, become subject to Reporting Requirement; however, such obligation becomes voluntary in any fiscal year at the beginning of which the company has fewer than 300 shareholders and less than $10 Million in asset. A reporting company also has record-keeping requirements, must implement internal accounting controls and is subject to the Sarbanes-Oxley Act of 2002, including the CEO/CFO certification requirements. Under the CEO/CFO certification requirement, the CEO and CFO must personally certify the content of the reports filed with the SEC and the procedures established by the issuer to report disclosures and prepare financial statements. Laura Anthony, Esq. Founding Partner Legal & Compliance LLC. 330 Clematis Street, Ste. 217 West Palm Beach, FL 33401 Phone: Toll Free: (800) 341-2684 FREE Local: (561) 514-0936 Email: [email protected] #LawCast
Business Law II - Professor Sharma (Lecture 9, Chapters 41 & 42 - 04.18.2015)
 
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Business Law II: Professor Sharma Lecture #9, Chapters 41 & 42 Chapter 41: Investor Protection, E-Securities, and Wall Street Reform & Chapter 42: Ethics and Social Responsibility of Business Date: April 18, 2015 Please visit our website at http://raw.rutgers.edu Time Stamps: 0:23 Securities and Exchange Commission (SEC) 3:39 Definition of a Security 4:37 Initial Public Offering: Securities Act of 1933 14:08 Securities Exempt from Registration 15:17 Transactions Exempt from Registration 27:10 Sarbanes-Oxley Act 30:22 Securities Exchange Act of 1934 31:48 Section 10(b) and Rule 10b-5 34:46 Violations of 1934 Act 39:26 Case 41.1: Insider Trading 44:15 Short-Swing Profits 46:43 Section 16(b) 48:07 State Securities Laws 48:47 Law and Ethics 51:58 Moral Theories of Business Ethics 52:48 Summary of Moral Theories 54:50 Social Responsibility of Business 56:48 Theories of Social Responsibililty 57:33 Maximizing Profits 58:59 Case 42.1: U.S. Supreme Court Business Ethics 1:00:40 Moral Minimum 1:05:58 Case 42.2: U.S. Supreme Court Corporate Political Speech and Ethics 1:08:28 Corporate Citizenship Summary of Lecture: The Securities and Exchange Commission is a federal administrative agency empowered to administer federal securities laws. A common security are interests or instruments that is common stock, bond, debenture or warrant. A statutorily defined security is an interest or instrument mentioned in securities acts. Investment contract is a flexible standard for defining a security. The Securities Act of 1933 primarily regulates the issuance of securities by a corporation, limited partnerships, and associations. Nonissuer exemption are security transactions not made by the issuer, and do not have to be registered with the SEC. Intrastate offering exemption permits local businesses to raise capital from local investors without registering with SEC. Private placement exemption permits issuers to raise capital from unlimited number of accredited investors without registering with SEC. The law permits no more than thirty-five nonaccredited investors to purchase securities. Small offering exemption permits sale of securities not exceeding $1 million during twelve-month period. The Sarbanes-Oxley Act establishes rules for separation of investment banking and securities advice functions of securities firms to eliminate conflicts of interest. The Securities Exchange Act of 1934 primarily regulates trading in securities, provides for registration of companies with SEC, filing of periodic reports by companies, and regulation of security exchanges, brokers, and dealers. A statutory insider is a person who is an executive officer, director, or a 10-percent shareholder of an equity security of the company. Ethics are a set of moral principles or values that governs the conduct of an individual or group. Social Responsibility of Business is a theory that requires corporation and businesses to act with awareness of the consequences and impact that their decisions will have on others. Please subscribe to our channel to get the latest updates on the RU Digital Library. To receive additional updates regarding our library please subscribe to our mailing list using the following link: http://rbx.business.rutgers.edu/subscribe.html
Welcome to RBsource!
 
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RBsource® is a web-based research tool, powered by the Securities Act Handbook (Securities Redbook), that intelligently integrates statutes, rules, regulations, forms, and key SEC guidance into one easy to use interface.
Views: 106 WoltersKluwerLR
Earn free money with DCX Bounty (SIMPLE) - Bounty guide
 
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You can start collecting $DCX in the bounty now ! t.me/decentrax_bot Website: https://www.decentrax.io/ Twitter: http://www.twitter.com/DecentraXio Telegram: http://www.t.me/DecentraXCoin PitchDeck: https://www.pdf-archive.com/2018/09/29/dcx---investor-package---pitch-deck-compressed/dcx---investor-package---pitch-deck-compressed.pdf WhitePaper: https://www.pdf-archive.com/2018/09/29/decentrax-wp-v5-final-compress/decentrax-wp-v5-final-compress.pdf Reddit: https://www.reddit.com/r/Decentrax Linkedin: https://www.linkedin.com/company/decentrax/ Facebook: https://www.facebook.com/DecentralizedX ICO Bench: https://icobench.com/u/decentrax IMPORTANT DISCLAIMERS: This is neither an offer to sell nor the solicitation of an offer to purchase any securities of DecentraX. This airdrop program in not intended for use by any person or entity in any jurisdiction or country where such distribution of DCX Tokens or use thereof would be contrary to local law or regulation. DCX Tokens received through this airdrop program will be subject to restrictions on transferability and resale, and in general, to the terms set forth in the Token Purchase Agreement on the DecentraX website and the Confidential Private Placement Memorandum which is available upon request. This DCX Token airdrop is available only to (a) persons in the United States or for the account of U.S. residents who are "accredited investors" (as defined in Rule 501(a) under the Securities Act of 1933, as amended) and (b) non-U.S. persons (as defined in Regulation S under the Securities Act of 1933, as amended) who are not purchasing for the account or benefit of a U.S. person. Accordingly, all persons seeking to participate in this airdrop must complete KYC, and U.S. persons must verify their status as an “accredited investor”. Persons acquiring DCX Tokens should have the financial ability and willingness to accept the financial and risk characteristics of an investment in DCX Tokens. $USD equivalent amount of tokens earned based upon final stage price of DCX ICO. There is no assurance your token may bear this exact value in the future.
Views: 551 DecentraX Coin
SEC - Security & Exchange Commission - USA
 
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Welcome to the Investors Trading Academy talking glossary of financial terms and events. Our word of the day is “SEC - Security & Exchange Commission - USA” The Securities Exchange Act of 1934 governs the way in which the nation's securities markets and its brokers and dealers operate. When the stock market crashed in October 1929, so did public confidence in the U.S. markets. Congress held hearings to identify the problems and search for solutions. Based on its findings, Congress – in the peak year of the Depression – passed the Securities Act of 1933. The following year, it passed the Securities Exchange Act of 1934, which created the SEC. The SEC has four major divisions. 1. The Division of Corporation Finance ensures corporate disclosure of important information to the investing public. 2. The Division of Trading and Markets ensures fairness, order and efficiency in market activities. 3. The Division of Investment Management helps protect investors and encourages capital formation through oversight and regulation of the investment management industry. 4. The Division of Enforcement investigates securities law violations and initiates civil and criminal actions. The SEC is composed of five commissioners appointed by the U.S. President and approved by the Senate. The statutes administered by the SEC are designed to promote full public disclosure and to protect the investing public against fraudulent and manipulative practices in the securities markets. Generally, most issues of securities offered in interstate commerce, through the mail or on the internet must be registered with the SEC. By Barry Norman, Investors Trading Academy - ITA
Attorney Laura Anthony Talks Testing The Waters Under Regulation A+
 
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Attorney Laura Anthony Talks Testing The Waters Under Regulation A+ - The JOBS Act enacted in 2012 made the most dramatic changes to the landscape for the marketing and selling of both private and public offerings since the enactment of the Securities Act of 1933. These significant changes include: (i) the creation of Rule 506(c), which came into effect on September 23, 2013 and allows for general solicitation and advertising in private offerings where the purchasers are limited to accredited investors; (ii) the overhaul of Regulation A creating two tiers of offerings, which came into effect on June 19, 2015 and allows for both pre-filing and post-filing marketing of an offering, called “testing the waters”; (iii) the addition of Section 5(d) of the Securities Act, which came into effect in April 2012, permitting emerging growth companies to test the waters by engaging in pre- and post-filing communications with qualified institutional buyers or institutions that are accredited investors; and (iv) Title III crowdfunding, which came into effect May 19, 2016 and allows for the use of Internet-based marketing and sales of securities offerings. On June 19, 2015 the new rules for Regulation A/A+ came into effect. Regulation A was divided into two tiers: Tier I of Regulation A, which does not preempt state law, allows offerings of up to $20 million in any 12-month period and Tier 2, which does preempt state law, allows offerings of up to $50 million in any 12-month period. Issuers may elect to proceed under either Tier I or Tier 2 for offerings up to $20 million. Since enactment of the rules, the SEC has issued guidance via Compliance and Disclosure Interpretations (C&DI) and industry participants have guided each other, communicating about experiences, successes and frustrations. Regulation A+ allows for prequalification solicitations of interest in an offering, commonly referred to as “testing the waters.” As mentioned, Tier 1 offerings do not preempt state law and accordingly, any companies intending to test the waters for a Tier 1 offering must comply with the individual state law(s) in which they intend to qualify the offering. This process can be expensive and tricky and as such, the majority of Regulation A+ offerings have been filed under Tier 2 and almost all test-the-waters campaigns are for Tier 2 offerings. In the next Lawcast in this series I will begin to detail the test the waters process and required disclaimers and disclosures. #LawCast
The JOBS Act: Regulation A+ of JOBS Act - Expert RossBlankenship.com
 
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The JOBS Act - analyzed and reviewed - A full analysis and review of Regulation A of Section 401 of the Jumpstart Our Business Startups JOBS Act (http://angelkings.com/reg-a-jobs-act). Startup expert and venture capitalist, Ross Blankenship (http://angelkings.com/course) explains the significance and detailed rules of the Regulation A+ (mini-IPO) (http://angelkings.com/invest). Section 401 of the JOBS Act added Section 3(b)(2) to the Securities Act of 1933, which directs the Commission to adopt rules exempting from the registration requirements of the Securities Act offerings of up to $50 million of securities annually. Quoting SEC Chairman, Mary Jo White, "....the mandate of Regulation A+ is to help increase the access of smaller companies to capital. This is obviously a very important objective. Our rule making goal is to make Regulation A+ an effective, workable path to raising capital that... builds in the necessary investor protections.” The SEC’s final rule was adopted on March 25, 2015. Here, the SEC expanded Regulation A into 2 tiers, Tier 1 for offerings of up to $20 million and Tier 2 for offerings up to $50 million. The SEC gave new retail investors the opportunity to invest, as long as the following provisions were abided by from startups: Offering Circular - companies must provide the SEC with audited financials for the previous two years of business. Liquidity - shares in startups are transferable, and not restricted. Proceeds - On Tier 2 offerings, there is an annual offering limit of up to $50 million in equity, debt or convertible securities, including no more than $15 million from selling security holders. For Tier 1 offerings, the annual limit is $20 million, with not more than $6 million from selling security holders. To learn from the startup and venture capitalist expert: http://www.theinvestingexpert.com ("book on startups and the SEC's JOBS Act)
Are Communications Allowed During the Direct Public Offering Process?
 
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Are Communications Allowed During the Direct Public Offering Process? - One of the methods of going public is directly through a public offering. In today’s financial environment, many Issuers are choosing to self-underwrite their public offerings, commonly referred to as a Direct Public Offering (DPO). Management of companies considering a going public transaction have a desire to understand the required disclosures and content of a registration statement. This blog provides that information. Pursuant to Section 5 of the Securities Act of 1933, as amended (“Securities Act”), it is unlawful to “offer” or “sell” securities without a valid effective registration statement unless an exemption is available. Companies desiring to offer and sell securities to the public with the intention of creating a public market or going public must file with the SEC and provide prospective investors with a registration statement containing all material information concerning the company and the securities offered. Currently all domestic Issuers must use either form S-1 or S-3. Form S-3 is limited to larger filers with a minimum of $75 million in annual revenues, among other requirements. All other Issuers must use form S-1. The DPO Regulated Time Periods There are generally three regulated time periods in a DPO: (i) the pre-filing period, which begins when the Issuer decides to proceed with an offering. During this period, counsel prepares the registration statement and prospectus. (ii) the waiting or “quiet period,” which is the time from the filing of the registration statement until it is declared effective. During this time the Issuer can engage in limited marketing (offers only) of the offering through the use of the filed registration statement, which must clearly indicate that it is not the final document (often referred to as a “red herring”). (iii) the post-effective period, in which the registration statement is effective and the Issuer can proceed with sales of the securities registered. In addition to disclosure and regulations related to the offering during all three periods, marketing and public communications of the Issuer are restricted. See the section “Restrictions on Communications Related to DPO’s” below. The S-1 In General There are four primary regulations governing the preparation and filing of Form S-1: (i) Regulation C – contains the general requirements for preparing and filing the Form S-1, including within Regulation Care regulations and procedures related to (a) the treatment of confidential information; (b) amending a registration statement prior to effectiveness; (c) procedures to file a post-effective amendment; and (d) the “plain English” rule. (ii) Regulation S-T – requires that all registration statements, exhibits and documents be electronically filed through the SEC’s EDGAR system. (iv) Regulation S-K – sets forth, in detail, all the disclosure requirements for all the sections of the S-1. Regulation S-K is the who, what, where, when and how requirements to complete the S-1. (v) Regulation S-X – sets forth the requirements with respect to the form and content of financial statements to be filed with the SEC. Regulation S-X includes general rules applicable to the preparation of all financial statements and specific rules pertaining to particular industries and types of businesses. Communications During The Direct Public Offering Process. #LawCast
New Guidelines Under Reg D of the JOBS Act
 
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In this video interview, New York Corporate partner Walter Van Dorn examines the US Securities and Exchange Commission's (SEC) adoption of the final rules implementing Section 201(a) of the Jumpstart Our Business Startups (JOBS) Act to eliminate the prohibition against general solicitation and advertising in offerings exempt from registration pursuant to Rule 506 and Rule 144A under the Securities Act of 1933. The video addresses: • The SEC's new rules for private placements under the JOBS Act; • The conditions established by the new rules for general solicitation and advertising; • The opportunities available to public and private companies; and • The impact of the rules on non-US companies.
Views: 240 Dentons
SEC Rule 144 Trap for the Unwary
 
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Http://www.reverse-merger.info SEC Rule 144 Trap for the Unwary The doctrine of "Acting in Concert" can be a trap for the unwary under SEC Rule 144. SEC Rule 144 is the primary tool for making sales in the public market of securities acquired from a public company or its affiliates in a transaction that did not involve a public offering. If you bought stock in a public company in a private transaction, you may sell into the public market if you meet certain conditions. Rule 144 has different requirements for affiliates and non-affiliates. Generally, affiliates are persons that directly, or indirectly control or are controlled by the issuer. For non-affiliates, these limitations generally involve adequate current public information on the company and an adequate holding period after the securities are acquired and fully paid for. For affiliates there are also restrictions on the manner of sale, volume limitations and a notice requirement. We focus here on the volume limitations. Rule 144(3)(e )(vi) provides that "When two or more affiliates or other persons agree to act in concert for the purpose of selling securities of an issuer, all securities of the same class sold for the account of all such persons during any three-month period shall be aggregated for the purpose of determining the limitation on the amount of securities sold; . . . ." In other words, when two or more persons agree to act in concert to sell securities, all securities sold by them during any three-month period are aggregated for the volume limitations. We find that affiliates may overlook the fact that their sales will be aggregated with sales of others with whom they are "acting in concert" There are many fact situations where people would be acting in concert. For example, two persons coordinating the timing of sales of their securities might be deemed to be acting in concert. More subtly, if both sellers' accounts were run by the same investment advisor, these sellers might be deemed to be acting in concert. If an affiliate of an issuer is the general partner of limited partnerships which hold or held restricted securities of the issuer the affiliate may be aggregated with the partnerships and their partners. Further aggregation may also be required if the affiliate is "acting in concert" with other persons under Rule 144(e)(3)(vi) We therefore warn you to be aware of this provision of Rule 144 and act accordingly. Violating Rule 144 is selling restricted stock as free trading stock and the penalties are severe. Non-affiliates can be aggregated with other holders so they control enough stock to be affiliates. Seek competent legal counsel to make sure you are in compliance. Get the Data You Need Questions -- email me at John.Lux @ securities-law.info Subscribe to my blogs: Www. Reverse-merger.info & Www. Securities-law.info Disclaimer: This is not legal or investment advice of any kind. Consult qualified securities attorneys. Your situation may vary.
Views: 1889 John Lux
SEC Rule 506 of Regulation D - What this means for upcoming ICO's & Regulations Within USA
 
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The SEC updated Rule 506 of Regulation D on Nov 27th, 2017. Granted this video is a little old, I think it has been overlooked within the community. This is amazing information for any new or ongoing ICO within the United States. We could see a brand new kind of KYC come about where these projects start requesting your bank statements or verify your financial well being and ensure that you are an accredited investor for the project at hand. Here are some key points from this ruling that was just recently updated: 1. Companies relying on the Rule 506 exemptions can raise an unlimited amount of money. 2. The company must be available to answer questions by prospective purchasers. 3. Companies that comply with the requirements of Rule 506(b) or (c) do not have to register their offering of securities with the SEC 4. File a Form D (includes the names and addresses of the company’s promoters, executive officers and directors, and some details about the offering, but contains little other information about the company. ) You can find the original article here: https://www.sec.gov/fast-answers/answers-rule506htm.html ---------- Crypto News TV Information ---------- **Crypto News TV Telegram Chat** http://bit.ly/2nokwzk **FREE $10 in Bitcoin on Coinbase** http://bit.ly/2ipXsdU **Receive FREE Bitcoin 100% Free** http://bit.ly/2jDB0hL **Cryptocurrency Podcast on iTunes** http://apple.co/2mNKdZT Contact Info: Website: https://cryptonewstv.com/ IG: https://www.instagram.com/cryptonewstv/ Donations: BTC: 171SaTtfo6byG3QYCkh8twyu7koDbHuM4J ETH: 0xA51829b418FEdBeadbdc90cc3474026e46EaDC1e NEO: AQ9iBvwu3hwzmdKR5D3ejg2suHQXrbMFcL
Views: 846 Crypto News
SEC Regulation S-K
 
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SEC Regulation S-K- The topic of disclosure requirements under the Securities Exchange Act of 1934 (“Exchange Act”) and in particular the requirements under Regulation S-K has come to the forefront over the past two years and has been a regular topic of industry discussion, recommendations and review. On April 15 2016 the SEC issued a 341 page concept release and request for public comment on sweeping changes to certain business and financial disclosure requirements in Regulation S-K. Prior to that in September 2015 the SEC Advisory Committee on Small and Emerging Companies met and finalized its recommendation to the SEC regarding changes to the disclosure requirements for smaller publicly traded companies. In March 2015 the American Bar Association submitted its second comment letter to the SEC making recommendations for changes to Regulation S-K. In early December 2014, the House passed the Disclosure Modernization and Simplification Act of 2014, following which it was bundled into the FAST Act and passed into law on December 4 2015. The Disclosure Modernization and Simplification Act of 2014 became Sections 72001-72003 of the FAST Act. The Disclosure Modernization and Simplification Act of 2014 requires the SEC to adopt or amend rules to: (i) allow issuers to include a summary page to Form 10-K; and (ii) scale or eliminate duplicative, antiquated or unnecessary requirements for Emerging growth companies, accelerated filers, smaller reporting companies and other smaller issuers in Regulation S-K. In addition, the SEC is required to conduct a study within one year on all Regulation S-K disclosure requirements to determine how best to amend and modernize the rules to reduce costs and burdens while still providing all material information. The FAST Act gave the SEC a 180 day deadline to issue rules and regulations implementing the changes. The FAST Act requests that the SEC emphasize a “company by company approach that allows relevant and material information to be disseminated to investors without boilerplate language or static requirements while preserving completeness and comparability of information across registrants” and “evaluate methods of information delivery and presentation and explore methods for discouraging repetition and the disclosure of immaterial information.” This approach is thought of as a principled approach with a concentration on materiality as opposed to just filling in line item information whether relevant or not to a particular company. It is believed, and I completely agree, that simply providing required line item disclosures, that are not relevant to a particular company, dilutes the material important information regarding that particular company and has the unintended consequence of weakening necessary disclosure to potential investors and the public trading markets. Even before the FAST Act, in May 2015, General Electric filed its annual 10-K with a complete make-over from prior years. GE’s 10-K, the first like it, is full of colorful charts and graphics and has scaled down narrative from what was once a virtually incomprehensible document. GE worked with the SEC on the new 10-K utilizing the materiality approach. Regulation S-K... Laura Anthony, Esq. Founding Partner Legal & Compliance LLC. 330 Clematis Street, Ste. 217 West Palm Beach, FL 33401 Phone: Toll Free: (800) 341-2684 FREE Local: (561) 514-0936 Email: [email protected] #LawCast
What if I can't qualify for a Regulation D Exemption?
 
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Securities attorney Darin H. Mangum, Esq., discusses Section 4(a)(2) of the Securities Act of 1933, as amended. Darin discusses a possible fall back plan if your private offering doesn't fall within the rule 506b guide lines, or if you have a checked past that might make it difficult for you to raise money through a regulation D (Reg d) private placement offering. Darin H. Mangum Website: ThePPMAttorney.com Phone: 281-203-0194 NOT AN OFFER OR A SOLICITATION. NOT TO BE CONSTRUED AS LEGAL ADVICE. I AM NOT YOUR ATTORNEY UNLESS THERE IS AN WRITTEN ENGAGEMENT LETTER IN PLACE BETWEEN US.
Views: 350 Darin Mangum
Overview of Rules 506b and 506c
 
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http://www.theppmattorney.com - SEC Rules 506b and 506c - Securities attorney Darin Mangum (thePPMattorney.com) discusses the differences between Rules 506b and 506c when it comes to raising capital under the Securities Act of 1933. With over 18 years of experience in writing custom private placement memorandums, and being an entrepreneur himself, Darin has the unique perspective of what it takes to achieve success with your regulation D offering. Get in touch today for a free consultation. If you are looking for a custom crafted private placement memorandum or would like your PPM to be reviewed, please feel free to contact Darin directly as listed below. Darin offers a no cost or obligation consultation about your PPM offering / business venture. Thanks for watching and subscribing! :-) Phone: (281) 203-0194 E-mail: [email protected] Website: ThePPMAttorney.com FOR GENERAL INFORMATION ONLY. NOT TO BE CONSTRUED AS LEGAL ADVICE. I'M NOT YOUR ATTORNEY UNLESS A DULY EXECUTED ENGAGEMENT LETTER EXISTS BETWEEN US. (c) 2017 DARIN H. MANGUM PLLC.
Views: 868 Darin Mangum