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…
Category Archives: Business Transactions
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FTX Bankruptcy – House of Cards Falls
Securities lawyer Chris Barsness talks about the recent collapse of FTX and its exchange and the chapter 11 bankruptcy filing by FTX Trading and issues around regulations.
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506(b) versus 506(c)
506(b) versus 506(c) Section 5 of the Securities Act of 1933 requires all issuers to register securities with the Securities and Exchange Commission (“SEC”) unless an exemption applies. Almost every instrument utilized to raise capital is captured by this registration requirement. Regulation D serves as an important vehicle for certain companies to raise capital with…
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The Due-On-Sale Clause: What It Is And When To Ignore It
A Due-On-Sale Clause can be found in most contemporary mortgage instruments and, as the name suggests, states that the mortgage debt will become due upon sale of the property. From a lender’s perspective the logic is fairly straightforward – security for the loan is put at risk when the collateral property is owned by a…
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Capitalization, Cap Table, & Initial Accounting
This article will serve as an explanation of some of the basics around the formation and structure of a corporation. I am using examples for a typical corporation, but many of the concepts can apply to LLCs and the issuance of units to represent membership interests instead of stock. I) Capitalization People need to have…
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Introduction To Easements
An easement is, simply put, a right to enter or otherwise use someone else’s land for a specified purpose. Stated another way, but with slightly more pretention for effect; an easement is a nonpossessory right to use and/or enter onto the real property of another without possessing it. As you might imagine, merely labeling something…
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Guide to Business Entities
Businesses can be categorized by law in several manners. And these classifications matter when it comes to determining how a business is recognized, how it’s taxed, and the personal liability, or lack thereof, of the business owners. Knowing how their business is set up and how it is categorized under the law is crucial for…
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A (Very) Basic Introduction to Estates in Land
As with most legal concepts, the question of real estate ownership is not simply a yes or no proposition – like cakes and onions, the answer has layers. Specifically, the various rights accompanying real property ownership can vary in kind, degree, and duration, and include – but are most certainly not limited to – the…
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What Exactly Is A PPM (Private Placement Memorandum) And Why Do I Need One To Raise Money?
This article goes over the basic information about what a PPM is, when and why you may need one. This information is being provided as a general overview and a basic education of the common terms and federal securities laws involved with a PPM. Each state has its own securities laws and the discussion in…