Andrew Abramowitz

Simultaneous Regulation CF and Rule 506(c) Offerings

Simultaneous Regulation CF and Rule 506(c) OfferingsBack when the equity crowdfunding rules were proposed following passage of the JOBS Act, the $1 million offering limit per year for what are now known as Regulation CF offerings was viewed as making this procedure impractical. The amount raised would not be sufficient in light of the legal, accounting and other costs needed to prepare for the offering. However, as crowdfunding is now a reality and companies are giving it a shot, a fix to the dollar limit has evolved: raise funds not just under Regulation CF, but under other exemptions that are not subject to that dollar limit.

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Share Buybacks as a Political Issue

A year or two ago, the phrase “share buybacks” was a phrase only known to those in and around the world of corporate finance. It refers to a company’s use of available cash to purchase its own shares in the open market. The effect of this is to reduce the total number of shares outstanding, which makes the remaining shares more valuable. Recently, however, share buybacks have become enmeshed in political debates as shorthand for actions taken by corporate America and encouraged by Wall Street that are not in the best interest of workers and society generally. For example, The New York Times recently reported on how cash freed up by the recent tax cuts are being spent on share buybacks, as opposed to more worthy uses such as hiring new employees.

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Secondary Market Trading by Private Companies

Secondary Market Trading by Private CompaniesMatt Levine, writing in Bloomberg View, makes a good point about Spotify’s reported direct listing plan: When Spotify flips the switch, and trading of its shares on a public stock exchange commences, that won’t be the first time Spotify shares have traded hands. Like other large private companies that have been around a while, some of its early investors and employees have had the opportunity to sell some of their shares to existing or new stockholders, either in purely private transactions or ones facilitated by service providers that specialize in secondary market transactions. These private transactions help to establish a valuation for the company and ensure that, when public trading commences, investors won’t be flying completely blind in determining what the price should be in the absence of an initial price set by an IPO.

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Saving Time with Online Cap Table Services

Saving Time with Online Cap Table ServicesIn the past few years, my private company clients have been flocking to online, cloud-based cap table services, such as Capshare and Carta (formerly eShares), as a platform to manage the company’s back-office functions for their capital structure. Aside from presenting an online cap table for reference by potential new investors and others, these sites provide a number of other services, such as being an online repository for documentation like stock option agreements and facilitating company valuations under Section 409A of the Internal Revenue Code.

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Preserving Anonymity with LLCs

Preserving Anonymity with LLCs | Andrew Abramowitz, PLLCPresident Trump’s inimitable personal attorney, Michael Cohen, was reported by the Wall Street Journal to have used a Delaware LLC as a vehicle for payment to a porn actress of $130,000 for her silence about an alleged consensual affair with Trump. The purpose of this arrangement, apparently, was to keep Trump’s involvement quiet by using an LLC with a generic name, Essential Consultants LLC, though this goal was undermined by the fact that the publicly-filed Certificate of Formation of that entity was signed by “Michael Cohen, authorized person.” This sort of filing does not need to list any owners, and in practice is usually signed by the person with the law or accounting firm, often a paralegal, that actually prepares the filing at the client’s direction. (It’s amusing that the operation that has the financial wherewithal to pay six figures in hush money is too cheap to pay a law firm three figures to maintain the confidentiality of the principal’s involvement.)

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Succeeding in Business by Doing Less

Succeeding in Business by Doing Less | Andrew Abramowitz, PLLCI read with interest an essay in the Wall Street Journal by a management professor, Morten T. Hansen, arguing that the key to success in business is selectivity, i.e., figuring out which tasks were the most important to complete, doing them well, and focusing less on the rest. Workers who take this approach are not the “hardest” workers as commonly understood, usually measured by hours spent, but they are the most effective and ultimately successful. This is an application of Occam’s Razor, which generally states that when assessing two competing theories attempting to explain a problem, the simpler one is usually the right one. Applied in this context, the correct approach to completing business tasks is to simplify the steps.

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Spotify’s Possible Direct Listing

The political website Axios, not known, at least to me, as a source of breaking business news, reports that the music streaming service Spotify has filed papers with the SEC on a confidential basis to go public via direct listing.

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A Possible Change to the “Accredited Investor” Definition

Accredited InvestorSecurities offerings that are exempt from the SEC’s registration requirements often hinge on whether some or all of the investors are “accredited investors.” There are various categories of accredited investors for business entities, but for individuals, the categories relate to the investor’s annual income, net worth or whether the individual is a director or executive officer of the issuer.

The underlying policy of the current definition of accredited investors is that rich people (a term not used in the actual rules, obviously) can be assumed to have a level of financial sophistication such that they would conduct adequate due diligence before making an investment. Accordingly, accredited investors require less disclosure about proposed securities offerings. This assumption is, shall we say, not attuned to human reality. The obvious group of accredited investors that are not necessarily sophisticated is heirs and spouses of wealthy business people, who may have no background at all in finance and investment matters. But even for those accredited investors who have directly earned the money that grants them that status, plenty are in fields such as sports and entertainment where the particular skill that is remunerative to them has nothing to do with investing. Additionally, many white collar professionals such as doctors, engineers and even some attorneys may be highly educated, but they are not able to make heads or tails of a balance sheet and income statement. …

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How to Think about Selecting a Law School

Photo by Abi Skipp. Licensed under CC BY 2.0.

I graduated from law school over 20 years ago and accordingly don’t spend as much time thinking about law school admissions as I did in the past. However, as the parent of a high school senior currently in the throes of the college application process, I’ve recently again been considering the right approach for a student to take while applying to undergraduate and graduate programs. In either case, there are myriad good options to select from, and the thought process used to narrow them down can be scattershot.

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When Clients Demand One Person in a Personal Services Firm

Use of Debt Financing by Law FirmsMy wife, Leslie, pursued an entrepreneurial venture mid-career like me, founding Leslie’s Leashes, provider of pet care services like dog walking and sitting to grateful animals on the North Shore of Long Island. There are only so many half-hour time slots for pet visits in a day, especially when everyone wants theirs to be at noon, so Leslie has hired walkers as demand for her services grew. However, some of the more particular clients specifically want Leslie to be the walker.

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