Legal Update

Legal Update / 18.11.2015

The SEC adopted final rules, effective April 27, 2016, known as “Regulation Crowdfunding”, which greatly liberalize the manner by which companies privately raise money in small increments from a large number of investors, using the Internet. Regulation Crowdfunding also creates a regulatory framework for the intermediaries -- broker-dealers and funding portals --which will facilitate the online transactions.
Legal Update / 30.04.2015

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.
Legal Update / 14.04.2015

In December 2014, the National Labor Relations Board ("NLRB") issued what many call the "Quickie Election" Rule or "Ambush Election" Rule. In short, this new rule will decrease the period of time between a union election petition and the election itself from around forty-two (42) days to as few as fourteen (14) days. The rule is set to take effect today (April 14, 2015).
Legal Update / 21.01.2015

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. 
Legal Update / 19.09.2014

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.
Legal Update / 24.04.2014

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.
Legal Update / 04.04.2014

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.
Legal Update / 13.03.2014

Crypto-currencies.  Bitcoin.  Litecoin. Dogecoin.  All Crypto-currencies.  Compelling.  Disruptive.  Confusing.  Safe?  Legal?  There are lots of questions about crypto-currencies—especially Bitcoin, which is in the headlines a lot lately.  I am going to explore crypto-currencies in a series of posts.  Hopefully, we can all gain a little understanding of the mysterious meta-money!
Legal Update / 01.11.2013

Entrepreneurs may soon be able to reach a new pool of potential investors through crowdfunding websites. On October 23, 2013, the SEC issued proposed rules under the Jumpstart Our Business Startups Act (the “JOBS Act”) to permit the offering and sale of securities through crowdfunding. (http://www.sec.gov/rules/proposed/2013/33-9470.pdf). Crowdfunding, an evolving method of raising funds online, has helped generate financial support for a wide range of projects through sites like Kickstarter (www.kickstarter.com). But so far, the securities laws have limited crowdfunding to a donation-based model.