Washington State Crowdfunding Law in Jeopardy?

The SEC has proposed amendments to Rule 147. The trouble is, the proposed rules would take away one of the federal law support beams for Washington State’s equity crowdfunding law. Our statute requires compliance with Section 3(a)(11) of the Securities Act of 1933, as amended, and Rule 147, and the SEC has proposed that Rule 147 no longerContinue reading “Washington State Crowdfunding Law in Jeopardy?”

Title III Equity Crowdfunding: The Final Rules

The final Title III Equity Crowdfunding rules contain a number of changes from the proposed rules. Some of the changes are good, and some are arguably not so good. On the good side: First time issuers raising more than $500,000 and up to $1 million will not have to have their financial statements audited. Instead,Continue reading “Title III Equity Crowdfunding: The Final Rules”

Equity Crowdfunding: “Communication Channels”

Perhaps one of the most interesting aspects of the new Title III Equity Crowdfunding Rules is Rule 303(c). Rule 303(c) of Regulation Crowdfunding requires an intermediary to provide, on its platform: Channels through which investors can communicate with one another and with representatives of the issuer about offerings made available on the intermediary’s platform. AnContinue reading “Equity Crowdfunding: “Communication Channels””

Equity Crowdfunding: The 12(g) Problem

You might be wondering what I am talking about when I say that there is a 12(g) problem with equity crowdfunding. What is Section 12(g), anyway? Section 12(g) is a section of the Securities Exchange Act of 1934 that requires companies to start reporting as a public company if they allow themselves to have tooContinue reading “Equity Crowdfunding: The 12(g) Problem”

Equity Crowdfunding: SEC To Vote This Friday

The SEC has scheduled a meeting for this coming Friday to vote on the final equity crowdfunding rules under the JOBS Act. The SEC’s notice of the meeting says: Notice is hereby given, pursuant to the provisions of the Government in the Sunshine Act, Pub. L. 94-409, that the Securities and Exchange Commission will holdContinue reading “Equity Crowdfunding: SEC To Vote This Friday”

Finders: Recommendations to the SEC

The SEC’s Advisory Committee on Small and Emerging Companies recently issued recommendations regarding the regulation of finders. If you are not familiar with the rules, the SEC takes a very narrow view of who can help companies find investors without having to register as a broker-dealer. Broker-dealer registration is so onerous that people won’t engageContinue reading “Finders: Recommendations to the SEC”

Rule 701 Math: The 15% of Shares Test

If you are administering a private company stock option plan, you need to do what is referred to as “the Rule 701 math” before every grant of stock options or equity awards. What is “the Rule 701 math”? Rule 701 contains a set of mathematical limitations on how many shares of stock you can offer service providersContinue reading “Rule 701 Math: The 15% of Shares Test”