The “Pre-Existing, Substantive Relationship”

The SEC recently issued guidance on what constitutes a “pre-existing, substantive relationship.” The guidance is helpful for companies raising money for a number of reasons. The SEC guidance is especially helpful because there has been a fair amount of uncertainty about how to make sure a securities offering is not considered to have been generally solicited or generally … Continue reading The “Pre-Existing, Substantive Relationship”

Online Portals, Rules 506(b) & (c), and CitizenVC

The SEC recently issued an important no-action letter for online portals, and for other issuers of securities (including startup companies), trying to raise money in compliance with the SEC’s new 506(b) and 506(c) rules. We can thank Dan DeWolf from Mintz Levin and his colleagues for obtaining this guidance from the SEC. Dan wrote a post … Continue reading Online Portals, Rules 506(b) & (c), and CitizenVC

How to Make the Washington Crowdfunding Law Better

Washington State passed one of the first state-level equity crowdfunding laws in the nation in 2014, to great fanfare. The regulations implementing the law went into effect November 1, 2014. You can find a good summary of the rules at this link: http://www.dfi.wa.gov/small-business/crowdfunding The trouble is–despite the rules being in effect now for almost a … Continue reading How to Make the Washington Crowdfunding Law Better

Is a Demo Day General Solicitation?

Is a Demo Day a general solicitation of securities putting your company in Rule 506(c) as opposed to 506(b)? The SEC has issued new guidance on this question. Per the SEC’s new guidance, a Demo Day is not necessarily a general solicitation. However, it depends on what you do at the Demo Day. If you … Continue reading Is a Demo Day General Solicitation?

General Solicitation: Can I Generally Solicit My Offering?

There is a lot of confusion in the early stage company ecosystem about general solicitation. When you are trying to sell shares in your company (or a convertible note, or convertible equity), how much can you say about that in the media? Can you post something on Facebook? On Twitter? On LinkedIn? How about emailing a … Continue reading General Solicitation: Can I Generally Solicit My Offering?

New SEC Guidance on General Solicitation

Last Thursday the SEC issued guidance on what constitutes general solicitation. This guidance is helpful to companies trying to conduct Rule 506 offerings. Thanks to the JOBS Act, we now have two types of Rule 506 offerings. Those that cannot be generally solicited and those that can. This might sound harmless but if you generally … Continue reading New SEC Guidance on General Solicitation

Deadlines: Founders, Which Deadlines Should You Worry About?

If you are a founder, there are certain deadlines you do not want to miss. This blog post focuses on what I consider to be the two most important deadlines to worry about. Of course, as your company grows other deadlines will arise as well. But at the founding, there are two deadlines you want … Continue reading Deadlines: Founders, Which Deadlines Should You Worry About?

Pitching Folks You Just Met

Startups raising money need to know how to do so in compliance with federal and state securities laws. The trouble is–it is not always easy to know what the rules are. To make it more difficult, the rules keep changing. Congress passes new laws. The SEC issues new regulations. All of it becomes difficult and … Continue reading Pitching Folks You Just Met