If you are a regular reader of my blog posts (Hi, Mom!), you’ve noted that I address several substantive topics of interest in corporate and securities law to my clients and other attorneys, along with “softer” topics about the business of law practice, dealing with clients, etc. The substantive posts are, by design, short and to-the-point, unlike a big firm’s detailed summary of the latest 500-page rule release from the SEC (because there’s no need to duplicate those law firm memos, which are freely available to all, and also, more importantly, because I don’t want to write long memos). But hopefully, these posts have some value to my readers.
I thought it would be helpful to list these posts (through January 2017) in one handy place for easy reference, with links, in reverse chronological order within each category:
Financing Transactions/Securities Offerings
- Recent Trends in Financing Startups
- The Shark Tank Approach to Startup Investing
- Regulation A+ – An Improved Way for Smaller Companies to Go Public
- Regulation A+ – How It Fits into the System
- The Latest on Possible Tweaks to the Accredited Investor Definition
- Should You Be Making Blue Sky Filings in New York?
- Streamlining of Blue Sky Filings
- Using Self-Directed IRAs for Friends and Family Financings
- SAFE Equity as an Alternative to Convertible Notes
- Equity as an “Expensive” Form of Financing
- SEC Advisory Committee Report on Accredited Investor Definition
- SEC Crackdown on Undisclosed Unregistered Offerings
- The SEC’s Guide to Avoiding Investor Scams
- Reverse Mergers
- The Latest from the SEC on Private Offering Regulation
- Limiting Investment Risk for Non-Accredited Investors
- When to Use PPMs
- Further Thoughts on JOBS Act and Investor Fraud
- Regulation A+ Proposed Rules
- Bridge Loans
- The Arian Foster IPO
- Verification of Accredited Investor Status
- Use of General Solicitation and Advertising in Rule 506 Offerings
- Use of Finders in Securities Offerings
SEC Disclosure Matters
- The SEC Proposes Expanding the Pool of Smaller Reporting Companies
- The SEC’s Discussion of Risk Factors
- Congress Acts on Forward Incorporation by Reference
- The Pay Ratio Rule and the Effect of Disclosure
- Get That Form 4 Filed!
- Regulation FD
- Risk Factor Gone Viral
General Corporate/M&A Matters
- The Shift to Electronic Signatures on Contracts
- Whether to Pay Profits out to Shareholders
- Increased Scrutiny of Non-Competes in New York
- Allowing Departing Employees a Longer Stock Option Exercise Period
- Tenure Voting for Shareholders
- Should Vendors Agree to Be Paid in Equity?
- The Distinction Between Entity Name and Trademark
- Employee vs. Independent Contractor
- The Phantom Equity Alternative
- Under-Regulation of Stock Transfer Agents
- Does My Company Need to Issue Stock Certificates?
- Cleanup Board Resolutions
- Professional Corporations and LLCs
- Term Sheets and Letters of Intent
- Income Share Agreements
- Incorporation in New York or Delaware
- The SEC’s Change of Heart on Private M&A Brokers
- Developments in Form Agreements
- New York’s LLC Publication Requirement
- Seeking Tax Legal Advice
- Staged M&A
- Series LLCs
- Use of “Profits Interests” for LLC Equity Compensation
Startup Matters
- Does it Help Startups for Founders to Cede Control
- Startup Valuations and Plain English
- Do Startups Need to Convert to C-Corporation Status?
- Share Transfer Provisions for Startups
Crowdfunding
- Crowdfunding as a Founder Time-Saver
- Title III Crowdfunding is Now Live
- Crowdfunding and the Wisdom of Crowds
- Investment Limits in Title III Crowdfunding
- Legal Disclosure Requirements for Title III Crowdfunding
- The SEC Acts on Title III Crowdfunding
- Crowdfunding Paternalism Redux
- The SEC’s Crowdfunding Proposal
- Crowdfunding and SEC Paternalism