Formation Issues

SEC Releases White Paper On Regulation Crowdfunding

The SEC last month released a white paper entitled “U.S. securities-based crowdfunding under Title III of the JOBS Act,”...

Regulation A+ Outpaces Regulation A Activity, SEC White Paper Says

The SEC recently released a white paper entitled “Regulation A+:  What Do We Know So Far?,” which examined Regulation...

Use Caution When Entering Into Side Letters With Investors

Side letter agreements have long been used in private equity fund investments to supplement or interpret the terms of...

Delaware Court of Chancery Finds Supermajority Director Removal Bylaw Invalid

The Delaware Court of Chancery recently invalidated a corporate bylaw provision requiring 66 ⅔ percent of the voting power...

Signing Contracts Under Seal: Not Just An Ancient Relic

Signing a contract under corporate seal. It can sound like a formality of a bygone era, but in some...

What Is An Accredited Investor?

The Securities and Exchange Commission allows certain securities offered by a company or the transaction in which those securities...

SEC Provides Guidance On Integration Under Reg D

In November, the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued new Compliance & Disclosure Interpretations (C&DIs)...

California Private Fund Adviser Exemption

As a general matter, California law requires that investment advisers register with the state if they are providing investment...

SEC Provides Guidance On Regulation A+

The Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance in November issued four new Compliance & Disclosure Interpretations...

Drag-Along Provisions: What Startups Need To Know

It is common for shareholder agreements to include what is known as a drag-along, or bring-along, provision. This provision...