Can I post my 506(b) Offering on Facebook?
General Solicitation Our firm is often asked whether a social media post constitutes “general solicitation” as prohibited by Rule 506(b) of Regulation D. General solicitation is defined by the SEC to include “advertisements published in newspapers and magazines, public websites, communications broadcasted over television and radio, and seminars where attendees have been invited by general…
FAQ about Form D
Frequently Asked Questions about Form D When you hire Trowbridge Sidoti LLP to assist with Regulation D offerings under Rule 506, our services include drafting and filing From Ds with the Securities and Exchange Commission (SEC) and the states. State filing fees are charged separately. Below are some frequently asked questions regarding Form Ds: What…
When Does the “Sale” of a Security Occur?
Reg D requires issuers to file a Form D When you’re conducting an offering under Regulation D, the date you sell the securities is critically important. Reg D requires issuers to file a Form D within 15 days of the date the security was first sold. Failure to do so could result in the issuer losing its…
Seat Belts, Securities Laws and Crap Tables
Since 1968, Federal and state governments have moved toward mandating that every car be equipped with seat belts and that every passenger wear a seat belt, or be subject to a traffic ticket and likely a fine. Opposition to these laws suggested that the cost of the seat belt installation was burdensome and that the…
Elio Motors and the Infinite Sadness
Why Elio Motors Makes Me Sad This article was originally featured on Crowdfund Insider I want to be clear: I am not an investor in Elio Motors. I did not participate in any manner with their offering under the new and improved Regulation A, and I did not promote it. I will gain nothing if…
Real Estate Syndication Fees
What Fees Can You Charge in a Real Estate Syndication? For an introduction to real estate syndications read more here. The sponsor or syndicator is the person (or group of people) who sets up the investment structure, brings together the pool of investors, oversees and manages the investment, and ultimately through their efforts generates a…
Intrastate Offerings Rule 147 – SEC rolls out updates.
SEC Rolls Out Update to Rule 147 Intrastate Offerings On April 20, 2017, amendments to Rule 147 and new Rule 147A, federal exemptions for intrastate offerings, finally went into effect. The amendments to Rule 147 and new Rule 147A are intended to modernize and update the exemption that allows companies to raise money from investors…
Compliance and Disclosure in Regulation Crowdfunding
SEC Releases New Compliance and Disclosure Interpretations On Regulation Crowdfunding Yesterday, the SEC’s Division of Corporate Finance released two new Compliance and Disclosure Interpretations (C&DIs) answering questions related to Regulation Crowdfunding (Reg CF). CD&Is are the Commission’s way of giving some informal guidance, through a question and answer format, on how its staff members interpret…
Accredited investor restriction discriminatory to low-income investors?
Is the Accredited Investor Restriction Unconstitutional Discrimination? TLDR: no, it’s not, but read the rest if you want to know why. I recently attended CrowdConverge in Las Vegas and overheard an attendee mention how he believed the very concept of ‘accredited investor’ is discrimination based on income. For those who don’t know, U.S. securities laws…