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...
Business Development
Mar202025
In a groundbreaking no-action letter issued on March 12, 2025, the Securities and Exchange Commission has significantly simplified the accredited investor verification process for Rule 506(c) offerings. This new guidance applies to accredited investors who meet high minimum investment thresholds and provide certain representations. The no action letter marks a pivotal shift in private offerings,...
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...
In private fund formation, fund managers face a critical decision: whether to structure their fund as a traditional blind pool fund or a deal-by-deal fund. Each structure offers distinct benefits and challenges, catering to different issuers, investors, and strategies. Understanding the key characteristics, advantages, and disadvantages is crucial for fund managers to select the vehicle...
Dec222022
Like most people, I can’t believe it’s time for another new year to begin, and the guilt-ridden, annual ritual of confronting last year’s resolutions that failed to materialize. Although a few of my resolutions never came to fruition, I did follow through on one commitment–to engage in more volunteer work assisting communities in need. I’ve...
On November 23, 2022, The Securities and Exchange Commission (“SEC”) released its Strategic Plan for fiscal years 2022 through 2026, detailing its mission, vision, values, and goals moving forward through the next four years. Three main goals guide the SEC’s plan: (1) protecting the investing public against fraud, manipulation, and misconduct; (2) developing and implementing...
Nov152022
When raising capital in private offerings, issuers often rely on exemptions from registration under Regulation D of the Securities Act of 1993. Two of the most common exemptions are Rule 506(b) and Rule 506(c). While both exemptions allow private issuers to raise capital without registering with the SEC, each exemption has different requirements, limitations, benefits,...
Aug102022
Common models used to value a company, how these apply to startups, stock valuation, stock option valuation, and comparisons with US GAAP accounting valuation. Common Company Valuation Methods Market Capitalization Most people are familiar with terms like “market cap” if they have any interest in publicly traded stocks. Market capitalization is a method that can...