Andrew Abramowitz, PLLC

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The casual reader of the business pages has seen over the past year or so many articles about SPACs, the financial structure du jour, which have actually been around for a while. (I worked on some in the ‘00s.) The acronym stands for Special (or Specified) Purpose Acquisition Company. For those of my readers that are not corporate finance professionals, the way to conceptualize a SPAC is that it’s a private equity fund that is…
As of December 2, 2020, New York has joined other states in requiring that Form Ds filed with the SEC for securities offerings be submitted to the state via the EFD electronic system, replacing the state’s previously-required Form 99. New York has long been a holdout on this front since 1996 when Congress passed the National Securities Market Improvement Act, which was intended to rationalize the crazy quilt patchwork of individual state “blue sky” laws…
I have found over my 23 years of law practice that, assuming I’ve consumed my usual copious amount of coffee, I can be quite productive and efficient when I get into a flow. When that flow is interrupted – by a phone call, someone popping into my office for a quick question, a car alarm going off, etc. – it can be difficult to get back into the groove. The good news is that a…
The SEC’s recent final rule release regarding exempt offerings covered various topics, including the subject of my previous post, on the expanded offering limits for Regulation CF crowdfunding and Regulation A offerings. In the release, the SEC also provided some welcome relief in the accredited investor verification process for Rule 506(c) offerings. As background, traditional private placements, often done under Rule 506(b), typically establish that a particular investor is accredited by means of the investor’s…
The SEC issued a 388-page final rule release, entitled Facilitating Capital Formation and Expanding Investment Opportunities by Improving Access to Capital in Private Markets. (The clunky wording seems like it was done to accommodate a catchy acronym, but “FCFAEIOBIATCIPM” doesn’t really flow.) The release details rule changes in a variety of areas relating to private offerings, but I will focus for this post on the expansion of the crowdfunding (Regulation CF) and Regulation A…
I’ve noted in several blog posts (most recently here) that the SEC had not provided definitive guidance on an exemption for so-called “finders” from broker-dealer registration requirements. Now we have that guidance, at least in proposed form, which if enacted would provide clarity for issuers and would-be finders. The proposal was approved by the SEC Commissioners on a 3-2 vote (because it’s 2020 and of course it’s contentious), so there is perhaps a…
As I write this (the morning of April 3, 2020), the Small Business Administration (SBA) has just launched the Paycheck Protection Program (PPP), arranging for forgivable loans to small businesses affected by COVID-19. There are, however, widespread reports that the banks that will administer the loans are not yet ready to process loan applications, and legal guidance on the program is fast-developing. For general guidance on the program, I can provide you with this fact
The SEC has issued a proposal to expand the definition of “accredited investor” as used for the Regulation D safe harbor for private offerings. This press release/fact sheet summarizes the changes. There are a number of technical updates to reflect developments in how business is now conducted, e.g., LLCs with sufficient assets would qualify in the same manner as corporations now do. However, the change that would likely have the most impact, at least in…
Every deal lawyer has had the experience. The deal negotiations have gone on longer than anyone expected. Frustration is setting in. At that point, one of the individuals involved, more likely to be one of the principals instead of an attorney, demands an all-hands, in-person meeting to get the deal done, and “we’re not leaving until we have a deal.” This impulse, while understandable, is often misguided and can lead to additional frustration. To be…
Writing in Above the Law, Jordan Rothman argues from personal experience that solo lawyers would be better off partnering in a law firm with one or more other attorneys. As someone who has operated partner-less for almost 10 years now, after Big Law partner experience (where one literally doesn’t know many of one’s partners because there are so many of them), I’ve seen different arrangements and have some thoughts on these issues. While there…