Legal Update

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.
Legal Update / 31.10.2013

Letters of intent (“LOI”) play an important role in the negotiation of many private transactions. An LOI documents an agreement in principle on key terms of a deal. It can evidence parties’ serious intent and provide the framework for a definitive agreement, but is usually “non-binding” – it does not legally require the parties to finalize the deal on any certain terms or even at all.