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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: 10739 Audiopedia
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: 4617 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: 19584 Solomon Exam Prep
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: 278 Mayer Brown
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
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: 620 UpCounsel
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: 1311 WikiWikiup
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: 1205 Coradin Law P.A.
Securities Act Of 1933
 
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An Easy Overview Of The Securities Act Of 1933
Views: 5338 Christopher Hunt
Regulation D Securities Exemptions
 
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http://thebusinessprofessor.com/regulation-d-securities-exemption/ Regulation D Securities Registration Exemptions
Restricted Securities and Rule 144
 
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http://thebusinessprofessor.com/restricted-securities-and-rule-144/ Restricted Securities and Rule 144
Regulation A; Integration
 
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Regulation A; Integration- Regulation A includes a limited-integration safe harbor such that offers and sales under Regulation A+ will not be integrated with prior or subsequent offers or sales that are (i) registered under the Securities Act; (ii) made under compensation plans relying on Rule 701; (iii) made under other employee benefit plans; (iv) made in reliance on Regulation S; (v) made more than six months following the completion of the Regulation A+ offering; or (vi) made in crowdfunding offerings exempt under Section 4(a)(6) of the Securities Act (Title III crowdfunding, which is not yet legal). The SEC has also confirmed that Rule 152 applies such that a completed exempt offering, such as under 506(b) will not integrate with a subsequent Regulation A offering. In the absence of a clear exemption from integration, companies would turn to the fact specific five-factor test to determine whether the Regulation A+ offering would integrate with one or more other offerings. The following factors need to be considered in an integration analysis: (i) are the offerings part of a single plan of financing; (ii) do the offerings involve issuance of the same class of securities; (iii) are the offerings made at or about the same time; (iv) is the same type of consideration to be received; and (v) are the offerings made for the same general purpose. In addition to the basic requirements that apply to all Regulation A+ offerings, Tier 2 offerings also require: (i) audited financial statements (though I note that many state blue sky laws require audited financial statements); (ii) ongoing reporting requirements including the filing of an annual and semiannual report and periodic reports for current information (new Forms 1-K, 1-SA and 1-U, respectively); and (iii) a limitation on the number of securities non-accredited investors can purchase to no more than 10% of the greater of the investor’s annual income or net worth. It is the obligation of the issuer to notify investors of these limitations. Issuers may rely on the investors’ representations as to accreditation (no separate verification is required) and investment limits. Regulation A allows Tier 2 issuers that follow an S-1 format for their Form 1-A to file a Form 8-A concurrently with the qualification of their Form 1-A. With the filing of a Form 8-A the company registers under the Exchange Act and becomes subject to the full reporting requirements of the Exchange Act. In addition, the Company can make an immediate application to a national securities exchange such as the NASDAQ or NYSE MKT – assuming of course that the company meets the other qualitative and quantitative listing standards. Where the securities will be listed on a national exchange, the limitations on the number of securities that can be purchased by non-accredited investor will not apply. Where a Tier 2 issuer does not file a Form 8-A, they are only required to file ongoing SEC reports under Regulation A – that is the annual and semiannual reports. Although these reports are substantially similar in form to a current annual report on Form 10-K, the company will not be considered to be subject to the Exchange Act reporting requirements for purpose of the shorter Rule 144 holding period.
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
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: 992 Darin Mangum
EVERYTHING To Know About REGULATION S Under ONE MINUTE!
 
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Views: 77 Benemerito Law
Form 1-A and Regulation A
 
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LawCast with Attorney Laura Anthony: Form 1-A and Regulation A- Form 1-A consists of three parts: Part I – Notification, Part II – Offering Circular, and Part III – Exhibits. Part I calls for certain basic information about the company and the offering, and is primarily designed to confirm and determine eligibility for the use of a Regulation A offering in general. Part I also includes disclosure related to the application of the bad actor disqualification; jurisdictions in which securities are to be offered; and unregistered securities issued or sold within the prior one year. Part II is the offering circular and is similar to the prospectus in a registration statement. Part II requires disclosure of basic information about the company and the offering; material risks; dilution; plan of distribution; use of proceeds; description of the business operations; description of physical properties; discussion of financial condition and results of operations (MD&A); identification of and disclosure about directors, executives and key employees; executive compensation; beneficial security ownership information; related party transactions; description of offered securities; and two years of financial information. The required information in Part 2 of Form 1-A is scaled down from the requirements in Regulation S-K applicable to Form S-1. However, companies can complete Part 2 by either following the Form 1-A disclosure format or by including the information required by Part I of Form S-1 or Form S-11. Only companies that elect to use the S-1 or S-11 format qualify to file an 8-A to register and become subject to the Exchange Act reporting requirements. Companies that had previously completed a Regulation A offering and filed reports with the SEC under Tier 2 can incorporate by reference from those reports in future Regulation A offering circulars. Form 1-A requires two years of financial information. All financial statements for Regulation A offerings must be prepared in accordance with GAAP. Financial statements for a Tier 1 offering are not required to be audited. Audited financial statements are required for Tier 2 offerings. Audit firms must be independent and PCAOB-qualified. An offering statement cannot be qualified if the date of the balance sheet is more than nine months prior to the date of qualification. A recently created entity may choose to provide a balance sheet as of its inception date as long as that inception date is within nine months before the date of filing or qualification and the date of filing or qualification is not more than three months after the entity reached its first annual balance sheet date. The date of the most recent balance sheet determines which fiscal years, or period since existence for recently created entities, the statements of income, cash flows and changes in stockholders’ equity must cover. When the balance sheet is dated as of inception, the statements of income, cash flows and changes in stockholders’ equity will not be applicable. Part III requires an exhibits index and a description of exhibits required to be filed as part of the offering statement.
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: 1847 Basic Wisdom
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
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: 1028 Darin Mangum
Can issuers conduct exempt offerings of securities concurrently with Regulation S?
 
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Can issuers conduct exempt offerings of securities concurrently with 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: 168 Coradin Law P.A.
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
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
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
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: 33144 FinLit
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
Rule 144
 
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In this microtalk, we discuss the Rule 144 safe harbor for resales of control and restricted securities.
Views: 42 Mayer Brown
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: 960 Crypto News
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.
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
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: 1742 Remember This
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: 1961 John Lux
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: 241 CPA Adventure Guide
The Securities Exchange Act of 1934
 
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http://thebusinessprofessor.com/securities-exchange-act-of-1934/ The Securities Exchange Act of 1934
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: 365 Darin Mangum
Private Placement Regulations
 
01:06:34
Private Placement Regulations Feb 20, 2018 Organized by: Dennis Genaw, Philadelphia Apartment Network, [email protected] Presenter: Elizabeth Sigety, Esq., Fox Rothschild LLP Royalty Free Music from Bensound Index: 00:00:08 Opening Remarks 00:03:07 Legal Disclosure 00:04:35 Regulations under Securities Act of 1933, Reg D 00:05:17 State Blue Sky Laws 00:06:08 JOBS Act 00:06:41 Key Features – JOBS Act 00:07:41 General Solicitation Rule 506C Investor Verification 00:08:13 General Solicitation - Advertisements 00:09:32 General Solicitation – Websites 00:11:11 General Solicitation - Pre-Existing Relationships 00:17:45 Qualifications for Accredited Investors 00:19:12 Reasonable Steps to verify Accredited Investors 00:20:59 Reasonable Steps Standard 00:22:27 Reasons not to Generally Solicit 00:22:53 Alternative – No Solicitation 00:27:23 Offering Documentation 00:31:08 Crowd Funding 00:31:59 Crowd Funding – Exception 00:32:56 Crowd Funding – Intermediaries 00:32:58 State Blue Sky Laws 00:34:40 Risks - Private Equity Finders 00:35:53 Risks – Individual Recission Rights 00:36:56 Risks – Disclosure Obligations 00:37:06 Risks – Other 00:38:44 Questions and Answers (Q/A) 00:39:10 Q/A – Investor Limits 00:41:04 Q/A – Electronic Relationship Methods 00:44:45 Q/A – Multi-Stage email campaigns & Relationships 00:48:57 Q/A – Private Equity from Family Members 00:50:45 Q/A – Private Loans 00:52:47 Q/A – What Constitutes Relationship Building 00:53:37 Q/A – Private Placement Memorandum example 00:56:25 Q/A – Clarify Differences between Accredited, Sophisticated and General Investors 00:58:34 Q/A – Use of Entities to circumvent SEC Rules - NO 00:59:17 Q/A – Entity Requirements to classify as Accredited 01:00:05 Q/A – How to Protect Yourself if Investment goes Bad 01:02:27 Q/A – Entity Lending thru Joint Ventures 01:03:20 Q/A – New Trump Era Tax Shelters 01:06:19 Thank You
Views: 35 Don Brown
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: 325 lawinfo
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
Adam Tracy Offers Guidance on Using Regulation A+ Offerings in Initial Coin Offerings
 
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Cryptocurrency and securities attorney Adam S. Tracy explains the utility (or lack thereof) of using Jobs Act Regulation A+ offerings in Initial Coin Offerings --- A former competitive rugby player, serial entrepreneur, trader and attorney, Adam S. Tracy offers over 15 years of progressive legal and compliance experience in the areas of corporate, commodities, cryptocurrency, litigation, payments and securities law. Adam's transactional experience ranges from initial public offerings, mergers and acquisitions to initial coin offerings, representing the pure startup to NASDAQ-listed entities. As an early Bitcoin adapter, Adam Tracy has been deeply involved in the growth of cryptocurrency and offers a unique, proprietary approach to representing crypto-clients. Adam resides in Chicago, IL with his six dogs/cats, which he is fairly certain is illegal in the town in which he lives. Bitcoin website: http://www.bitcoin-lawyer.org Primary website: http://www.tracyfirm.com Twitter: https://twitter.com/TracyFirm Youtube: https://www.youtube.com/channel/UCVOa8Iy_RIkmRPwuQliPKfw Linkedin: https://www.linkedin.com/in/adamtracy/ Facebook: https://www.facebook.com/thetracyfirm/ Instagram: @adamtracyattorney Telegram: @adam_tracy Skype: @adamtracyesq Email me: [email protected]
Views: 265 Adam S. Tracy
(MT)(MTS) Monarch Token is here! Mass adoption into Crypto?
 
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Monarch is here! Free Apple App! Download it today! Phase 1 just released! Now anyone, anywhere can store, send, receive all BTC, ETH and ERC20 crypto and so much more! So much more to come, stay tuned! Let us know your thoughts in the comments below. RELAX Peeps, these are just my opinions and anything contained within the video is for information or entertainment purposes only. THIS IS ONLY MY OPINION, ACTUAL FACTS AND OPINIONS MAY VARY. INVEST, DOWNLOAD AND LISTEN AT YOUR OWN RISK. In the comments let me know how you liked the video and if you want me to do a video on anything specific. Share the video with your friends that are crypto curious and be safe, have fun and GOD Bless! Universal Crypto Wallet with Recurring Payments and Silver-Backed Tokens The Monarch Wallet is a mobile cryptocurrency solution that allows you to: - Send/Receive Bitcoin, Ethereum & ERC20 Tokens - Track your Gains and Losses - Review Market Data for most cryptocurrencies - Keep up-to-date on blockchain and cryptocurrency News Rule your own financial kingdom from the palm of your hand! Link: WEBSITE Https://www.MonarchToken.io APPLE APP https://itunes.apple.com/us/app/monarch-wallet/id1386397997 * Reddit * Reddit.com/r/monarchtoken * Bitcoin Talk Thread * https://bitcointalk.org/index.php?topic=4448905 * Bounty Link: * https://bountyhive.io/join/MonarchToken * Website * https://www.monarchtoken.io * youtube url * https://www.youtube.com/channel/UCp5B_keZuKtIXclKcsz96Mg * Twitter * https://twitter.com/monarchtoken?lang=en * Facebook * https://www.facebook.com/MonarchToken/ * LinkedIn url * https://www.linkedin.com/company/monarchtoken/ https://www.cryptobeadles.com NAC3 Tickets: https://www.nac3.io ** This is not financial advice and these are simply my own opinions, as such, this should not be treated as explicit financial, trading or otherwise investment advice. This is not explicit advice to buy these cryptos, do you own research.** ***Disclaimer: Statements on this site do not represent the views or policies of anyone other than myself. The information on this site is provided for discussion purposes only, and are not investing recommendations. Under no circumstances does this information represent a recommendation to buy or sell securities. ****ALWAYS check with professional tax service providers and legal professionals before you buy, sell or trade cryptos! Thanks for watching, God Bless and have an awesome one! This video is for informational purposes only and does not constitute an offer or solicitation to invest in tokens nor does it constitute an offer or solicitation to sell tokens or any other securities of Monarch Blockchain Corporation. Any such offer or solicitation would be made only by means of a private placement memorandum or other offering materials and in accordance with the terms of all applicable securities and other laws. The offer of tokens will be made within the United States, only to investors who (i) qualify as accredited investors as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) have been verified as accredited investors, as so defined, pursuant to Rule 506(c) of Regulation D under the Securities Act. A concurrent offering may be conducted outside of the United States, pursuant to Regulation S under the Securities Act, to investors who are not U.S. persons, as defined therein. Neither tokens nor any other securities of Monarch Blockchain Corporation have been registered or qualified for sale in the United States or in any other jurisdiction. Any distribution of tokens or other securities of Monarch Blockchain Corporation in the United States will be made only on a private placement basis exempt from the requirement that Monarch Blockchain Corporation prepare and file a prospectus with the applicable securities regulatory authorities. Accordingly, transfers of those securities will be restricted and must comply with applicable law. Monarch Blockchain Corporation is not a reporting issuer in the United States and its securities are not listed on any stock exchange in the United States, and there is currently no public market for the securities in the United States. Monarch Blockchain Corporation currently has no intention of becoming a reporting issuer in the United States, filing a prospectus with any securities regulatory authority in the United States to qualify the resale of the securities to the public, or listing its securities on any stock exchange in the United States.
Views: 105122 Crypto Beadles
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.
Reg A   Integration with Other Offerings
 
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http://www.TheSecuritiesAttorneys.com Reg A – Integration with Your Other Offerings Integration is the doctrine that is used to determine if one offering is part of another. This is important because you may be in unintentional violation of the rules if one sale of stock is determined to be part of another offering and they do not fit together. The new Reg A provides a “safe harbor” rule on integration. You can easily tell whether or not some stock sales you made are determined to be part of the Rule. A Regulation A offering will not be integrated with: prior offers or sales of securities; or subsequent offers or sales of securities that are: registered under the Securities Act, except as provided in Rule 255(e) [abandoned offerings]; made in reliance on Rule 701; [as part of written compensation agreements to employees, and others] made pursuant to an employee benefit plan; made in reliance on Regulation S [offerings outside of the U.S.]; made pursuant to Section 4(a)(6) of the Securities Act [crowdfunded offerings]; or made more than six months after the completion of the Regulation A offering www.TheSecuritiesAttorneys.com Want to know more? – email me at [email protected] Securities-Law.info (240) 200-4529 John E. Lux was in the top 5% of authors on Slideshare in 2014 and has been quoted by Bloomberg as an expert on reverse mergers To learn more, go to www. TheSecuritiesAttorneys.com and get a free copy of our book “How to Go Public” Disclaimer This is not legal or investment advice of any kind Seek competent advice from qualified attorneys and investment bankers Your situation may vary The more you know about finance and business, the more you can profit
Views: 112 John Lux
Major Federal Securities Laws
 
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http://thebusinessprofessor.com/major-federal-securities-laws/ Major Federal Securities Laws
Do Hedge Fund Managers Manage Systemic Risk? Financial Experts on Market Regulations (2008)
 
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Hedge funds within the US are subject to regulatory, reporting and record keeping requirements.[132] Many hedge funds also fall under the jurisdiction of the Commodity Futures Trading Commission and are subject to rules and provisions of the 1922 Commodity Exchange Act which prohibits fraud and manipulation.[133] The Securities Act of 1933 required companies to file a registration statement with the SEC to comply with its private placement rules before offering their securities to the public.[134] The Securities Exchange Act of 1934 required a fund with more than 499 investors to register with the SEC. The Investment Advisers Act of 1940 contained anti-fraud provisions that regulated hedge fund managers and advisers, created limits for the number and types of investors, and prohibited public offerings. The Act also exempted hedge funds from mandatory registration with the US Securities and Exchange Commission (SEC) when selling to accredited investors with a minimum of US$5 million in investment assets. Companies and institutional investors with at least US$25 million in investment assets also qualified.[140] In December 2004, the SEC began requiring hedge fund advisers, managing more than US$25 million and with more than 14 investors, to register with the SEC under the Investment Advisers Act.[141] The SEC stated that it was adopting a "risk-based approach" to monitoring hedge funds as part of its evolving regulatory regimen for the burgeoning industry.[142] The new rule was controversial, with two commissioners dissenting,[143] and was later challenged in court by a hedge fund manager. In June 2006, the U.S. Court of Appeals for the District of Columbia overturned the rule and sent it back to the agency to be reviewed.[144] In response to the court decision, in 2007 the SEC adopted Rule 206(4)-8, which unlike the earlier challenged rule, "does not impose additional filing, reporting or disclosure obligations" but does potentially increase "the risk of enforcement action" for negligent or fraudulent activity.[145] Hedge fund managers with at least US$100 million in assets under management are required to file publicly quarterly reports disclosing ownership of registered equity securities and are subject to public disclosure if they own more than 5% of the class of any registered equity security. Registered advisers must report their business practices and disciplinary history to the SEC and to their investors. They are required to have written compliance policies, a chief compliance officer and their records and practices may be examined by the SEC. The U.S.'s Dodd-Frank Wall Street Reform Act was passed in July 2010 and requires SEC registration of advisers who represented funds with more than US$150 million in assets, and funds with more than 15 US clients, and investors managing US$25 million. Registered managers must file information regarding their assets under management and trading positions. Previously, advisers with fewer than 15 clients were exempt, although many hedge fund advisers voluntarily registered with the SEC to satisfy institutional investors. Under Dodd-Frank, hedge fund managers with less than US$100 million in assets under management became subject to state regulation. This increased the number of hedge funds under state supervision. Overseas funds with more than 15 US clients and investors who managed more than US$25 million were also required to register with the SEC. The Act requires hedge funds to provide information about their trades and portfolios to regulators including the newly created Financial Stability Oversight Council. Under the "Volcker Rule," regulators are also required to implement regulations for banks, their affiliates, and holding companies to limit their relationships with hedge funds and to prohibit these organizations from proprietary trading, and to limit their investment in, and sponsorship of, hedge funds. Hedge funds posted disappointing returns in 2008, but the average hedge fund return of -18.65% (the HFRI Fund Weighted Composite Index return) was far better than the returns generated by most assets other than cash or cash equivalents. The S&P 500 total return was -37.00% in 2008, and that was one of the best performing equity indices in the world. Several equity markets lost more than half their value. Most foreign and domestic corporate debt indices also suffered in 2008, posting losses significantly worse than the average hedge fund. Mutual funds also performed much worse than hedge funds in 2008. According to Lipper, the average US domestic equity mutual fund decreased 37.6% in 2008. The average international equity mutual fund declined 45.8%. The average sector mutual fund dropped 39.7%. http://en.wikipedia.org/wiki/Hedge_fund
Views: 1199 The Film Archives
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: 241 Dentons
Testing The Waters When Conducting An Offering Using Form S-1
 
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Testing The Waters When Conducting An Offering Using Form S-1- Today is the continuation in a LawCast series detailing testing the waters when conducting an offering using Form S-1. The pre-filing period is that time frame between the decision to proceed with a public offering and the actual filing of a registration statement with the SEC. During this period, a potential registrant is subject to restrictions on public disclosure relating to the offering. Statements made within 30 days of filing a registration statement that could be considered an attempt to pre-sell the public offering or prime or condition the market in advance of the offering, may be considered an illegal offer, resulting in a Section 5 “gun-jumping” violation, if no exception or safe harbor applies. This might result in liability for violating securities laws, the SEC’s delaying of the public offering, and/or requiring disclosures of these potential securities law violations in the registration statement. Press interviews, participation in investment banker-sponsored conferences, and new advertising campaigns are discouraged during this period. Although Section 5(c) of the Securities Act prohibits oral and written offers of a security before a registration statement is filed, there are, many exceptions and safe harbor rules to this general prohibition. One of those exceptions is Section 105(c) of the JOBS Act which allows “Test the Waters” communications by an Emerging Growth Company. In April 2012, the Jumpstart Our Business Startups Act, known as the “JOBS Act” was enacted, which, established a new process and disclosures for public offerings by a new class of companies referred to as “emerging growth companies” or “EGCs.” An EGC is defined as a company with total annual gross revenues of less than $1 billion during its most recently completed fiscal year that first sells equity in a registered offering after December 8, 2011. Section 105(c) of the JOBS Act provides an EGC with the flexibility to “test the waters” by engaging in oral or written communications with qualified institutional buyers (“QIBs”) and institutional accredited investors (“IAIs”) in order to gauge their interest in a proposed offering, whether prior to or following the first filing of any registration statement, subject to the requirement that no security may be sold until the registration statement is effective. There are no form or content restrictions on these communications, and there is no requirement to file written communications with the SEC. Generally, in order to be considered a QIB, you must own and invest $100 million of securities, and in order to be considered an IAI, you must have a minimum of $5 million in assets. Under the rules, “well-known seasoned issuers,” or WKSIs, can engage in similar test-the-waters communications, but smaller reporting companies that do not otherwise qualify as an EGC cannot. #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)
Start-UP Business: HOW TOs: Investment company registration, Rules and Regulations
 
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Start-UP Business: HOW TOs: Investment company registration, Rules and Regulations The Investment Company Act of 1940 The Securities Act of 1933 Statement of Additional Information By Start-UP Business Subscribe Like us on Facebook: Start-UP Business #howtomakemoney #money #makingmoney #investment # philippines #trending #cash #fastcash #quickloans #business #finance #startupbusiness #startups #entreprenuer #makemillions
Views: 599 Start-Up Business

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