The SEC’s recent charges against private securities issuers highlights the importance of securities compliance. On December 20, 2024, the Securities and Exchange Commission (“SEC”) announced charges against several entities for failing to file Form D for their offerings. These charges resulted in substantial civil penalties totaling $430,000. What is Form D? Form D is a...
Business Transactions Blog
Fund managers and syndicators should consider forming a brand new entity rather than using an existing entity or managing the fund or syndication individually. Here’s why: Liability Protection: The primary and most important reason to form a new entity to manage your fund or syndication is for liability protection purposes. First, utilizing an entity (rather...
With the holidays quickly approaching, so is an important regulatory requirement that likely affects your business. The deadline for filing Beneficial Information (BOI) reports with the Financial Crimes Enforcement Network (FinCEN) for entities formed before January 1, 2024, is January 1, 2025. Before commencing your New Year’s Eve celebration, be sure to file your BOI...
With Donald Trump’s 2024 U.S. election win and the Republican’s win of the House of Representatives, several changes to tax laws are anticipated as Trump takes office. These proposals particularly focus on the Tax Cuts and Jobs Act of 2017 (“TCJA”) as many provisions are set to expire. Below are some of the proposed changes...
Donald Trump’s 2024 presidential election win is expected to bring significant changes to both the Securities and Exchange Commission (“SEC”) and securities law broadly. Expected changes include a less aggressive regulatory environment, an undoing of many Biden led regulations, new SEC leadership, and new regulation for digital assets. SEC Leadership Changes One of Trump’s many...
As the regulatory environment around cryptocurrency and digital assets continues to evolve, the SEC’s scrutiny over digital assets has intensified. Companies in this space have become the subject of numerous recent enforcement actions signaling the need for businesses to ensure compliance with securities law for both their business and those businesses they’re working closely with. ...
After determining whether to structure a capital raise under Rule 506(b) or 506(c) of Regulation D, issuers of private funds or syndications must next consider which exemption to use under the Investment Company Act. The Investment Company Act requires “investment companies” to register with the Securities and Exchange Commission. Registration results in additional regulatory requirements...
Aug72024
Once a private securities offering is ready to launch, issuers and fund managers must tackle the challenge of raising capital. Registered broker-dealers play a significant role in securities offerings by connecting issuers with potential investors. However, an increasing number of unregistered capital raisers, finders, agents, and individuals with similar titles claim they can assist issuers...