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I overreacted a bit in my last blog post when I said that Washington State’s crowdfunding law might be statutorily “broken” if the SEC’s proposed rules on Rule 147 were adopted. If you are not familiar with how the securities laws in this area are written, Rule 147 is the rule that interprets Section 3(a)(11) of the Securities Act.Continue reading “State Crowdfunding: The SEC’s Proposed Rules”

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?”

The SEC has finalized the Title III crowdfunding rules. Now it is time to see how people will use the new rules. One thing that I think might have been overlooked in all of the excitement over the final rules is the possibility of doing a Title III equity crowdfunding at the same time asContinue reading “Title III, Rule 506 & Reg A”

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”

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””

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”

The SEC has proposed changes to Rule 147. You can find the proposed amendments here. Rule 147 is one of the federal securities law rules that makes state-level equity crowdfunding more difficult. The reason? Rule 147 is the rule issued pursuant to Section 3(a)(11) of the Securities Act of 1933. Section 3(a)(11) is the statutory basisContinue reading “Rule 147: Good News”

As part of Seattle Startup Week I am giving a talk on equity crowdfunding. The talk will be this Friday. There is a link about the event on the Seattle Startup Week calendar. Washington State was one of the first state’s to have a state-level equity crowdfunding law. In fact, Washington State might have beenContinue reading “Washington State Equity Crowdfunding”

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”

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”