On January 1, 2021, Congress passed the Corporate Transparency Act (the “CTA”), which requires all entities formed in or registered to do business in the United States to report beneficial ownership information to the Financial Crimes Enforcement Network (“FinCEN”), subject to some exceptions, by no later than January 1, 2022. Although the CTA...
By: Timothy J. Feldhausen On March 23, 2020, the co-directors of the Division of Enforcement of the U.S. Securities and Exchange Commission (SEC) issued a statement regarding market integrity during the COVID-19 pandemic[1]. Specifically, the statement serves to remind public companies of their obligations to maintain disclosure controls and...
By: Michael Van Someren and Joseph E. Tierney IV On December 18, 2019, the Securities and Exchange Commission (SEC) released a proposed amendment to 17 CFR Parts 230 and 240 that would expand the definition of “accredited investor” in the U.S. securities laws, which can be found here. This expanded definition has the potential to have a profound...
By Michael Van Someren & Danielle Snyder Fadel Regulation D quietly changed in 2015 and few noticed. Though many real estate developers, owners, business owners, and private equity funds are generally familiar with “private placements” under Regulation D and the limitations of such private placements, a few key advantages are often...
By Michael Van Someren & Joseph E. Tierney IV Under state and federal securities laws, owners and managers of companies raising capital through sale securities (e.g., stock or membership interests in companies) can be personally liable for material misrepresentations and omissions in any description of the business or investment. To reduce...
Attracting capital remains challenging for most investors due to regulatory burdens, higher capital costs, and the high risk, high return nature of venture capital. Often, capital projects won't get off the ground unless projected returns are above market rates. This "mini-IPO" or "on-ramp to IPO" allows investors to raise up to $50 million in a...
By: Michael Van Someren Regulation A+ went into effect in 2015. Although Regulation A+ has been around for a couple of years, its use is just beginning to become more mainstream. Since Regulation A+ was promulgated, the SEC has qualified 81 Regulation A+ offerings seeking to raise approximately $1.5 billion. As developers and investors gain more...
By Scott E. Fiducci To facilitate investment in Wisconsin businesses, on November 7, 2013 Governor Scott Walker signed the CASE (crowdfunding and securities exemptions) for Jobs Act (2013 Wisconsin Act 52) (the "Act") into law, creating a state securities law exemption enabling Wisconsin businesses to raise up to $2 Million via online...
