For the second time in nine days, I recently drove ten hours round-trip to drop my son off at school for spring semester.  The first time around, he ended up returning home with me the next day for unexpected oral surgery to remove his wisdom teeth after completing his mandatory one-day COVID quarantine at school.  But on his second return to school several days later, he was required by the university to undergo another round…

A freeze on government regulation is generally perceived by most people as being a positive development for private enterprise.  Not necessarily so, however, when the regulation being frozen is itself a reform of preexisting regulatory burdens. Among the many Presidential Actions taken by President Biden on his first day in office was one entitled Regulatory Freeze Pending Review, in which he ordered that all final regulations that have not yet become effective (because they…

You just raised $1 million in your crowdfunding offering under Title III/Regulation CF.  That’s the good news.  The bad news?  You now have over a thousand shareholders on your cap table, making it unwieldy, an administrative nightmare and likely to impede future funding.  It means a huge challenge seeking consents for such things as director elections, strategic decisions and later funding rounds.  And later rounds in turn will become more difficult to achieve as the…

At the 1932 Democratic National Convention, the live band at one point burst into “Happy Days are Here Again”, FDR’s favorite, drawing raucous cheers from convention delegates.  It went on to become the Democratic Party’s unofficial theme song for years to come.  The song is also associated with the repeal of Prohibition shortly after FDR’s election, sporting signs saying “Happy Days are Beer Again”.  And after the new rules passed last month by the Securities…

Last month, the Securities and Exchange Commission passed sweeping reforms of the rules governing exempt offerings (the “2020 Reforms”) to make it easier for issuers to move from one exemption to another, to bring clarity and consistency to the rules governing offering communications, to increase offering and investment limits and to harmonize certain disclosure requirements and bad actor disqualification provisions.  I blogged about the SEC’s rules release here.  I also said at the time…

On November 2, 2020, the SEC adopted significant rule amendments to simplify, harmonize and improve the exempt offering framework to facilitate capital formation and investment opportunities in startups and emerging companies. The rule amendments were initially proposed in March 2020, and first conceived in a concept release in June 2019.  The reforms simplify the integration doctrine, revise the offering and individual investment limits for certain exemptions, clarify communication rules regarding “testing-the-waters” and demo days and…

On October 21, 2020, the United States District Court for the Southern District of New York entered a final judgment on consent against Kik Interactive Inc. to resolve the Securities and Exchange Commission’s charges that Kik’s unregistered public sale of digital tokens in 2017 violated the federal securities laws.  The final judgment requires Kik to pay a $5 million penalty, obligates Kik for the next three years to provide notice to the SEC before engaging…