- Accountable Independence: SEC Sues Indemnified Audit Firmby Peter D. Hutcheon on November 28, 2023 at 12:42 pm
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 […]
- The Reach Too Far: SEC Sues Over Botched School Auditby Peter D. Hutcheon on November 21, 2023 at 12:45 pm
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: Key Areas of Consideration for Legal Opinionsby Andrew J. Kimball on November 13, 2023 at 9:00 am
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 […]
- Data (D)Riven: SEC Sanctions Market Players for Trade Info Failuresby Peter D. Hutcheon on November 6, 2023 at 2:12 pm
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 Beware: Penalties for Failure to Comply with Reporting Requirements of the Corporate…by Rocco L. Beltrami on October 30, 2023 at 2:54 pm
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 […]
- Mis-Running the Book: SEC Sanctions Citigroup Subsidiary for a Decade of Disarrayby Peter D. Hutcheon on October 23, 2023 at 10:55 am
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 […]
- Seller Financing in M&A: Making a Deferred Purchase Price Work for Both Partiesby Samuele Riva on October 16, 2023 at 12:48 pm
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 […]
- Crypto Fraud Corrections: When the “Blue Wall” is Piercedby Peter D. Hutcheon on October 9, 2023 at 8:00 am
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 […]
- Compromised CAT: The SEC Seeks a “Big Brother” of “Real Time” Market Informationby Peter D. Hutcheon on October 2, 2023 at 9:30 am
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 […]
- Altering the Accounts: SEC Chief Accountant Urges “Holism” in Risk Assessmentby Peter D. Hutcheon on September 18, 2023 at 2:03 pm
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 […]
- Startup Cap Table 101: Reflecting a New Equity Financingby noreply@blogger.com (Arina Shulga) on December 7, 2020 at 12:59 pm
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 […]
- Startup Cap Table 101: Introducing an Equity Compensation Poolby noreply@blogger.com (Arina Shulga) on December 2, 2020 at 5:23 pm
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 […]
- The SEC Modernizes US Securities Laws – Part I – Amendments to the “Accredited Investor”…by noreply@blogger.com (Arina Shulga) on November 29, 2020 at 1:14 pm
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 […]
- Temporary Rules Make Crowdfunding Easierby noreply@blogger.com (Arina Shulga) on May 5, 2020 at 1:49 pm
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 […]
- Открытие Бизнеса в США: Практические Советыby noreply@blogger.com (Arina Shulga) on May 4, 2020 at 8:59 pm
Мы организуем бесплатный вебинар на тему открытия бизнеса в США. Вебинар покроет не только юридические […]
- LEGAL PERSPECTIVE ON RUNNING A SUCCESSFUL CROWDFUNDING CAMPAIGNby noreply@blogger.com (Arina Shulga) on January 29, 2020 at 2:48 pm
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 […]
- Amending the Definition of “Accredited Investor”by noreply@blogger.com (Arina Shulga) on January 18, 2020 at 3:57 pm
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. […]
- Corporate Formalities for Delaware Startupsby noreply@blogger.com (Arina Shulga) on November 30, 2019 at 5:04 pm
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 […]
- SEC Complaint Against a VC Exempt Reporting Adviserby noreply@blogger.com (Arina Shulga) on August 22, 2019 at 1:56 pm
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 […]
- How Using the Word “MAY” Instead of “WAS” Can Cost You $100 Millionby noreply@blogger.com (Arina Shulga) on August 2, 2019 at 7:16 pm
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, […]
- Utility Tokens Existby noreply@blogger.com (Arina Shulga) on July 30, 2019 at 1:13 pm
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 […]
- Blockstack: First Reg A+ Token Offeringby noreply@blogger.com (Arina Shulga) on July 21, 2019 at 3:24 pm
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 […]
- What’s next after a Reg A+ offering?by noreply@blogger.com (Arina Shulga) on July 20, 2019 at 6:41 pm
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 […]
- Are Undeveloped Lots Securities?by noreply@blogger.com (Arina Shulga) on June 30, 2019 at 3:35 pm
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 […]
- Regulation Crowdfunding Study – June 2019by noreply@blogger.com (Arina Shulga) on June 25, 2019 at 4:39 pm
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 […]
- SEC vs. Kik Interactive Inc. – Another Test for the Howey Testby noreply@blogger.com (Arina Shulga) on June 12, 2019 at 3:14 am
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 […]
- What to expect from your STO legal adviserby noreply@blogger.com (Arina Shulga) on May 15, 2019 at 3:56 pm
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 […]
- Preparing for a panel discussion on raising seed capital, successfullyby noreply@blogger.com (Arina Shulga) on May 12, 2019 at 3:04 pm
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 […]
- Getting Started with Your Security Token Offeringby noreply@blogger.com (Arina Shulga) on May 11, 2019 at 3:43 pm
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 […]
- Overview of US federal securities law exemptions available for raising capitalby noreply@blogger.com (Arina Shulga) on May 11, 2019 at 2:43 pm
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 […]
- Fundraising Startups and their Associated Persons – Can They Be Broker-Dealers?by noreply@blogger.com (Arina Shulga) on March 21, 2019 at 3:48 pm
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 […]
- International Brokers – Do They Have to Register with the SEC?by noreply@blogger.com (Arina Shulga) on March 12, 2019 at 8:20 pm
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 […]
- Operating an Unregistered Digital Tokens Exchange is Unlawfulby noreply@blogger.com (Arina Shulga) on November 8, 2018 at 10:41 pm
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. […]
- Investment Funds Primer – Crypto Funds Overviewby noreply@blogger.com (Arina Shulga) on October 21, 2018 at 1:45 pm
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 […]
- Investment Funds Primer: Different Hedge Fund Structures. Part I of Manyby noreply@blogger.com (Arina Shulga) on October 9, 2018 at 9:18 pm
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 […]