Business Law

One of the critical attributes required of an accounting firm that desires to perform audits of a business’s financial statements is INDEPENDENCE. This is not just a descriptive term referring to […]

As I have written recently, accounting firms that “reach” for more business and/or for types of business that “exceed their grasp” court disaster – in terms of the quality of the […]

The Corporate Transparency Act (“CTA”) takes effect on January 1, 2024. The CTA is administered by, and requires filing beneficial ownership information (“BOI”) with, the Financial Crimes […]

On Wednesday, Sept. 6, 2023, the U.S. Securities and Exchange Commission (“SEC”) issued an Order approving an amended funding model for the Consolidated Audit Trail (the “CAT”), setting in […]

Businesses, especially small and privately-owned businesses, should be aware of federal reporting requirements becoming effective Jan. 1, 2024. Congress enacted the Corporate Transparency Act […]

According to the Author’s law school professor of Securities Regulation (in the first volume of the six volume “Securities Regulation” at page 164 of the 2nd Edition, 1961, by Professor Louis […]

Often in smaller and middle-market M&A transactions, Buyers require Sellers to finance a portion of the deal. Seller financing can take any of the following forms (among others): Promissory […]

John A. DeSalvo was born in South Jersey (the 7 Southern Counties of New Jersey, which have their own traffic signs on Interstate Highways and sometimes known, as the author’s wife has informed […]

On Wednesday, Sept. 6, 2023, The U.S. Securities and Exchange Commission (“SEC”) issued its 221-page “Joint Industry Plan: Order Approving an Amendment to the National Market System Plan […]

On Aug. 25, 2023, Paul Munter, the Chief Accountant of the U.S. Securities and Exchange Commission (“SEC”), issued a Statement (the “Statement”) titled “The Importance of a Comprehensive […]

In the first blog post about cap tables, we talked about setting up equity compensation pools.  In this blog post, let’s learn how to add a new equity investment to the cap table.  Let’s assume […]

 I have to admit: cap table calculations are not easy and not all startup lawyers enjoy this part of their jobs.  However, no matter how hard it can get, being able to make sense of the cap table […]

This Fall 2020 has seen an unprecedented number of rulemaking by the Securities and Exchange Commission (the “SEC”) that will be remembered for years to come.  I will attempt to summarize the […]

Yesterday, on May 4th, the Securities and Exchange Commission (the “SEC”) adopted temporary rules (through the end of August) making it easier for smaller companies affected by COVID-19 to raise […]

Мы организуем бесплатный вебинар на тему открытия бизнеса в США. Вебинар покроет не только юридические […]

Although Regulation Crowdfunding (or Reg CF in short) is a great way to get funding for companies that otherwise would have been overlooked by angel or VC investors, running a successful and […]

The definition of an “accredited investor” is the cornerstone of Regulation D that provides a safe harbor exemption for private placements of securities by startups and more mature companies. […]

You have just formed your very first Delaware corporation. Congratulations! Although as a busy founder you may not have time to take care of ongoing corporate maintenance, there are some minimum […]

On August 13, 2019, the SEC filed a complaint against Stuart Frost and Frost Management Company, LLC for violating the antifraud provisions of Sections 206(1)-(2) and 206(4) of the Investment […]

On July 24, 2019, the SEC charged Facebook Inc. $100 million for inaccurately disclosing the risk of misuse of user data.  Facebook agreed to pay, without admitting or denying any wrongdoing.  So, […]

On July 25, 2019, the SEC issued its second no action letter that enables a company to generate and sell digital tokens that are not “securities” within the meaning of the US securities laws.  This […]

On July 10, 2019, the SEC qualified the first digital token Regulation A+ offering.  This is an important event that could open the gates for other Regulation A+ token offerings that have been […]

Conducting a Regulation A+ offering may not be enough to provide for the liquidity of a company’s shares. It turns out that companies that undergo a Regulation A+ offering are not likely to list […]

As we recently found out from the CA Court of Appeals decision in People v. Dunham, undeveloped lots of land may be “investment contracts” and therefore, “securities”. A brief summary of the facts […]

On June 18, 2019, the staff of the SEC issued a report on Regulation Crowdfunding (in short, Regulation CF).  The report presents a summary of the status of crowdfunding as of now, three years after […]

On June 4, 2019, the SEC filed a complaint in SDNY against Kik Interactive Inc. (“Kik”), a Canadian company, for failing to register the offering and sale of its digital tokens called Kin pursuant to […]

I have previously written about the steps to prepare for a security token offering (“STO”) and now would like to zero in on one of them: selecting the team. The choice of the STO legal adviser can […]

I am in the process of organizing an event geared towards my favorite crowd: startup founders.  They are the most demanding group of clients I have.  There are many adjectives I would use to […]

On April 18, 2019, we conducted a joint webinar on raising capital by conducting security token offerings.  My colleague and I covered the legal side of how to conduct an STO in compliance with […]

Every offering of securities must be registered with the SEC unless it qualifies for an available exemption and I am often asked to describe various types of exemptions and regulations that are […]

Continuing with the theme of broker-dealer registration, I now switch to the issuer safe harbor.  As you know, a broker is “any person engaged in the business of effecting transactions in securities […]

Due to the globalization of business dealings, issues often arise with respect to the proper registration of foreign persons as “brokers” or “dealers” under the U.S. federal securities laws […]

It didn’t come as a surprise that the SEC today published an order announcing a settlement of charges it brought against Zachary Coburn, the founder of EtherDelta, a digital token trading platform. […]

I was motivated to write this series of blog posts after attending the NYU Stern FinTech Conference, where I led lunchtime discussion about crypto funds and investing.  In this blog post, I aim to […]

As our investment fund practice expands, we have decided to post a series of blogs relating to the basics of hedge fund and private equity fund structuring issues and considerations. What is a […]