Author Archives: Brian Bouggy

Regulation A+ Establishes Capital Raising Alternative

The SEC recently adopted final rules amending Regulation A to permit eligible private (i.e., non-SEC-reporting) companies to conduct public securities offerings of up to $50 million in a 12-month period without Securities Act registration. The amendment, known as “Regulation A+”, was mandated by the Jumpstart Our Business Startups Act (the “JOBS Act”) and takes effect on June 19, 2015. Its aim is to promote small company capital formation by increasing the maximum amount which may be raised under Regulation A (from $5 million to $50 million), and by streamlining reporting and disclosure requirements.

New Canadian Anti-Spam Law Could Affect Your Business

Canada recently adopted a new Anti-Spam Law (CASL), which will impact U.S.-based businesses that send electronic messages to recipients in Canada for commercial or promotional purposes. CASL went into effect on July 1, 2014. Unlike the general rule in the U.S., where a sender is free to send an unsolicited email as long as the recipient may “unsubscribe,” now, in Canada, the general rule is that a recipient must proactively “opt-in” prior to the message being sent. Failing to meet the new requirements of CASL can result in a fine of up to $1 million for individuals and $10 million for entities. 

Know Your Business Partners (OFAC Changes 50% Rule)

US persons and companies are prohibited from doing business with blocked persons. On August 13, 2014 the Treasury Department’s Office of Foreign Asset Control (“OFAC”) issued revised guidance on its 50% rule for Entities Owned By Persons Whose Property and Interest in Property Are Blocked. This new guidance dramatically increases the vigilance and diligence necessary to verify that you are not doing business with an entity that is a blocked person.

IndyBar: Interrogatories - Eric Schmadeke

TheIndianaLawyer.com, recently profiled Densborn Blachly associate Eric Schmadeke in an article about his transition from prosecuting criminal cases to civil litigation in private practice.  Eric served for nearly seven years as a deputy prosecutor at the Marion County Prosecutor’s Office, holding various positions in both the Major Felony and Grand Jury Sections, and most recently served as the chief of the Major Felony Special Victim’s Unit. He has been a great addition to the Densborn Blachly team, and we are pleased to have the opportunity to work alongside a litigator with experience in trying over eighty jury trials. To learn a little about Eric, take a moment to read this great profile on him done by the Indy Bar.

Small Business Mergers, Acquisitions, Sales, and Brokerage Simplification Act of 2013

A recently issued SEC no-action letter provides further clarity on the applicability of broker-dealer registration requirements to merger and acquisition brokers (M&A brokers). The no-action letter is issued as Congress considers legislation to exempt certain M&A brokers from broker-dealer registration requirements. The Small Business Mergers, Acquisitions, Sales, and Brokerage Simplification Act of 2013 amends the Securities Exchange Act of 1934 to allow M&A brokers who perform services in connection with the transfer of ownership of smaller privately held companies to register with the Securities and Exchange Commission (SEC) by filing an electronic notice.

Crypto-Currency: Do Bankers Dream of Electric Money? Part II

The legal environment for bitcoins, and all crypto-currencies, is rapidly developing. On March 25, 2014, the IRS issued Notice 2014-21 answering questions about the tax treatment of virtual currencies. The Notice clarifies that virtual currencies, like bitcoins, are treated as property for tax purposes. On April 2, the House Committee on Small Business held a hearing to discuss the implications of Bitcoin for small businesses.