Latest from Elizabeth L. Carter Blog

https://video.wixstatic.com/video/4dc8bf_a5d2cb031c1b491f80b46076d9fbf0e5/1080p/mp4/file.mp4 The debate on whether cryptocurrencies are considered securities is still ongoing. Being that this is a more than $1.6 trillion dollar industry, of course the Securities and Exchange Commission (“SEC”) has an interest in protecting users and investors alike. Similar to most discussions surrounding what is and what is not a security, the answer is not as straightforward as one would like. A cryptocurrency (“crypto”) is a digital form of currency that people can…
https://video.wixstatic.com/video/4dc8bf_17c6b1791586496a94bea7e0c44d48c3/720p/mp4/file.mp4 Section 3(a)11 Exemption Section 3(a)(11) of the Securities Act is generally known as the “intrastate offering exemption.” This federal exemption seeks to facilitate the financing of local business operations. Section 3(a)(11) concerns State-specific securities that meet certain exemption requirements. In order to qualify for the intrastate offering exemption at the federal level, a business must: (1) be organized in the State where it is offering the securities, (2) carry out a significant amount of…
https://video.wixstatic.com/video/4dc8bf_01f2b09442254868b21d144c337e7872/1080p/mp4/file.mp4 Right now, non-fungible tokens (NFT) are all the buzz in the cryptocurrency and securities law space. People all over are trying to figure out what is an NFT. Specifically, people want to know how it is used and traded, whether it is something that will be affected by securities regulations, and whether there are any other legal considerations. There can not be a discussion about NFTs without mentioning Beeple’s recent sale. On March 11th,…
Under the federal securities laws a company may not offer or sell securities unless the offering has been registered with the SEC or an exemption from registration is available. A securities offering exempt from registration with the SEC is sometimes referred to as a private placement or an unregistered offering. Exempt private placements are done in reliance upon Sections 3(b) or 4(2) of the 1933 Act as constructed or under Regulation D as promulgated by…
https://video.wixstatic.com/video/4dc8bf_0a4251d0a604442cabdad21a0053394a/1080p/mp4/file.mp4 If you are thinking about making a publicly advertised offering for securities with a target raise of more than $10 million you might want to ask an attorney about Regulation A+. As a result of the Jumpstart Our Business Startups (JOBS) Act of 2012, the Securities and Exchange Commission (SEC) issued final rules that amended Regulation A into Regulation A+. This regulation provides another opportunity for small business owners to access capital from both…
The Securities and Exchange Commission (SEC) created the notion of “accredited investors” to ease the tension between their double duty to protect individual investors in private securities offerings and to facilitate capital formation and investment. An” accredited investor” is an individual or an entity that is presumed to not require the protection of federal or state securities laws due to their income or net worth. Currently, an accredited investor is defined by the SEC as…
https://video.wixstatic.com/video/4dc8bf_964fd7558d9e4a76a1876612666b5f3c/1080p/mp4/file.mp4 At the root of cooperatives is the African-American community. However, many Black cooperatives throughout history found it hard to sustain themselves due to the lack of sufficient capital in the community. This is true for many cooperatives, but especially for Black cooperatives. This blog is going to highlight the African American history of cooperatives and also provide information on how a cooperative, especially one owned and controlled by marginalized communities, can raise capital to…
https://video.wixstatic.com/video/4dc8bf_e852c5ebbc0f4393b352ff6d5be76b03/1080p/mp4/file.mp4 Lack of access to financial capital is a barrier for many entrepreneurs who seek to grow their business ventures. Congress and the Obama Administration enacted the Jumpstart Our Business Startups Act (JOBS) Act to help solve this lack of access to financial capital by democratizing the entrepreneurial ecosystem through investment crowdfunding. The JOBS Act established crowdfunding provisions that allow early-stage businesses to offer and sell securities up to a certain dollar limit, adjusted for…
https://video.wixstatic.com/video/4dc8bf_5e4ff5dcc13b48168d083170c3cc8d6b/1080p/mp4/file.mp4 As we continue to navigate through this pandemic, now more than ever, entrepreneurs have to get creative when it comes to funding their businesses. This includes creating crowdfunding campaigns that target social media followers, clients, customers, and other supporters in order to raise through small individual contributions from a large number of people. In fact, regulation crowdfunding has grown in popularity with more and more startups and small businesses using it as a premiere…
Securities law is a specialty area within business law that concerns the offer and sell of deals with corporate stocks, company or partnership interests, and other indica and of ownership or interest within a business. The federal agency, which administers federal securities laws, is the Securities and Exchange Commission (SEC). https://video.wixstatic.com/video/6682f3_adab23ca70214a109c02dc9d206a8149/720p/mp4/file.mp4 The term “securities” is broadly defined by the U.S. Securities Act of 1933 to include stocks, bonds, notes, convertible securities, warrants , or any…