Jul172025
On July 22, 2025, at 10 am Eastern Time, the Securities and Exchange Commission’s (“SEC”) Small Business Capital Formation Advisory Committee will hold an interactive conference regarding the proposed finder rule from five years ago. If adopted, the rule would create an exemption permitting certain capital raisers to receive transaction-based compensation for capital raising activities...
Under the new administration with Chair Paul Atkins, investment adviser fees and undisclosed conflicts of interest are proving to be an area of priority. On June 2, 2025, the U.S. Securities and Exchange Commission (“SEC”) charged New Line Capital LLC (“New Line”), and its managing member, David A. Nagler (“Nagler”), for breaching its fiduciary duties...
President Trump’s Truth Social recently made headlines with the announcement of a new bitcoin-based ETF that will potentially trade on the NYSE Arca. The recent S-1 filing does more than push crypto-based funds into the spotlight; it highlights some key legal and operational challenges that even private fund managers investing in crypto projects should consider....
Jun182025
A Private Placement Memorandum (PPM) is a legal disclosure document provided to prospective investors when selling securities in a private company. Its purpose is to outline all material terms of an investment in the issuer, as well as disclose potential risks. While there is no standard form of PPM that companies are required to use,...
What happens if your business partner dies, gets divorced, or wants to walk away? If you own part of a company along with other partners, you need to understand and be prepared for a potential business divorce. That is what buy-sell provisions cover. These provisions outline the terms and conditions under which membership interests in...
With the development of artificial intelligence (AI) and advances in its capabilities, many are becoming overly dependent and falling victim to its pitfalls. While AI has become a normal part of our everyday lives and can make things easier, it is not bulletproof. Understanding the weaknesses of AI, especially when applied to legal documents, is...
Aspiring fund managers often ask the time required to start a fund, the typical lifecycle of a fund, and what preliminary steps they should take. While the answer can vary depending on the specifics, this article serves to provide private fund managers with insights on steps to take and what to expect throughout the process....
In financing transactions, many companies consider raising capital through debt rather than equity. The reasons for this vary, but many mistakenly assume that issuing debt eliminates the need for securities compliance. This misunderstanding often leads companies to overlook key compliance requirements, such as registration or qualifying for an exemption under securities law. Understanding when and...