Interesting Reads of the Week for March 31

Some interesting legal reads for the week of March 31, 2014:

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Choosing Law as a Career in 2014

In the depths of the recent recession, it became de rigueur among lawyers and non-lawyers alike to advise recent college graduates against attending law school, with much news coverage about the levels of student loan debt incurred and the inability of law graduates to be able to obtain gainful employment that could service that debt.  Whether this advice is sound depends on whether the undeniably large downturn in demand for legal services was primarily based on structural or cyclical factors.  …

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Interesting Reads of the Week for March 3

Some interesting legal reads for the week of March 3, 2014:

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Interesting Reads of the Week

Some interesting legal reads for the week of February 3, 2014:

  • The SEC issued transitional guidance for Rule 506 offerings commenced before the effective date of the new rules permitting general solicitation.  Here is a summary from Securities News Watch.

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Interesting Reads of the Week

Starting now, I’m introducing a new (hopefully weekly) feature of this blog, where I provide a few links to some outside articles and blog posts that I found interesting.  Here goes:

  • Announcements of acquisitions of public companies lead to near-automatic shareholder lawsuits.
  • An account of (apparently) the first Regulation D offering using general solicitation under the new rules.
  • The SEC issued a report mandated by the JOBS Act on disclosure requirements under Regulation S-K, which applies to public company filings under the Securities Act of 1933 and Securities Exchange Act of 1934.
  • A useful reminder that Form Ds, the form filed to report private offerings conducted under Regulation D, are publicly available when filed with the SEC.

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Further Thoughts on JOBS Act and Investor Fraud

Over the New Year, I saw the new Leonardo DiCaprio/Martin Scorsese film, “The Wolf of Wall Street,” which told the apparently mostly-not-embellished true story of boiler room scammer Jordan Belfort.  In addition to setting a record for use of the f-word in a film, this movie was the most relevant to what I do for a living since “The Social Network” improbably addressed the issue of dilution of startup founders.

JOBS Acts and Crowdfunding

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Regulation A+ Proposed Rules

Continuing its implementation of rules mandated by the JOBS Act, the SEC has proposed rules for the expansion of offerings under Regulation A.  Here is the SEC’s handy press release and fact sheet.  Commentators have dubbed the new rules “Regulation A+” because of the greatly increased maximum offering amount under the new rules (and not as a reference to the average grade at Harvard).  As with the recent crowdfunding proposal, these rules are not effective until after the SEC issues final rules following a comment period. …

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Use of General Solicitation and Advertising in Rule 506 Offerings

Generally, the terms “public offering” and “private offering” have the meanings that the words imply: a public offering of securities is made to hundreds or thousands of investors who may have no connection to the company, and a private offering is made to a select group of investors known to the company or its broker. Historically, private offerings made under widely-used SEC Rule 506 (part of Regulation D) were required to be completed without the use of any “general solicitation or general advertising.” However, a provision of the federal JOBS Act, enacted in 2012, blurred the lines between private and public offerings by permitting general solicitation or advertising in Rule 506 offerings, subject to conditions imposed by the SEC. The SEC has now done its imposing, establishing rules to become effective in September 2013.

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About the Practice

Mr. Abramowitz can assist in a wide variety of transactional matters, including:

  • Entity formation and maintenance (corporations, LLCs, etc.) including preparation/negotiation of multiple-member LLC operating agreements
  • Private placements and public offerings of securities, including venture capital financings, representing issuers or investors, including PPM review, subscription documentation, blue sky filings, etc.; Regulation CF and Rule 506(c) crowdfunding offerings
  • Public company matters, including compliance with ongoing SEC disclosure requirements (Forms 10-K, 10-Q, 8-K, proxy statements, Form 4s, Rule 144, etc.) and disclosure obligations relating to securities offerings (PIPEs, equity line transactions, Form S-1 and Form S-3 registrations, etc.)
  • Mergers and acquisitions and joint ventures
  • Trademark and copyright registrations and licenses
  • Other common transactional matters, including:
    • commercial agreements
    • non-disclosure agreements
    • settlement agreements
    • loan and security agreements
    • employment/consulting agreements
    • stock option/restricted stock arrangements

Fees

Fee arrangements are discussed in detail with clients at the beginning of each matter and agreed upon prior to commencement of work. Alternative billing arrangements such as project-based fixed fees and monthly retainer arrangements may be available for matters with a reasonably predictable time commitment.

For matters billed on a traditional, hourly basis, the rate is reasonable for New York corporate attorneys with similar background and experience.

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