What is a VC Fund | Venture Capital Fund Registration

Deciphering the SEC’s New Definition of a “Venture Capital Fund”: Part 9 – Private Funds Only

December 3, 2011

This article is the eighth part of a series analyzing the Securities and Exchange Commission's new definition of a venture capital fund. This part of the series focuses on the requirement that a venture capital fund not register as an investment company. The article explains what this means, and highlights the magnitude of this requirement's effect on venture capital funds.

- Summary by FizzLaw Team

Read the Article at:
Deciphering the SEC’s New Definition of a “Venture Capital Fund”: Part 9 – Private Funds Only

AUTHOR

Alexander Davie

View Lawyer's Profile
View Lawyer's Web Site

Summary of the American Taxpayer Relief Act of 2012
Neogenix Oncology: A Good Case Study on Securities Law (Non)Compliance by a High Growth Company – Part 3: When the Genie Can’t Be Put Back in the Bottle
FINRA Takes a Small and Extremely Tentative Step Towards Implementing Crowdfunding
Court’s Invalidation of Zappos.com’s Arbitration Provision Offers Lessons for Company Websites
The JOBS Act, a Year Later – Part 1: Introduction
Drafting Nondisclosure Agreements in the M&A Context: Consider What Will Happen When the Deal Goes South
NeoGenix Oncology: A Good Case Study on Securities Law (Non)Compliance by a High Growth Company-Part 1: How It All Happened
Limited Liability Examined Part 2: When Starting a New Business Should You Set Up a Corporation or LLC or is Purchasing Insurance Enough?
Limited Liability Examined Part 1: Common Questions Related to Limited Liability in the Context of a New Business
The SEC (Finally) Issues a Preliminary Rule for Repeal of the Regulation D General Solicitation Requirements
SEC Continues to Miss Key Deadline in Implementing JOBS Act Drawing Ire of Congress
Retaining Key Employees in a Privately Held Company through Equity Compensation Part 6: Securities Law and Corporate Governance Implications
Do I Reall Need a Lawyer for an LOI?
Retaining Key Employees in a Privately Held Company through Equity Compensation Part 5: Accounting Implications
SEC Misses Deadline to Issue Regulations Eliminating the General Solicitation Prohibition in Regulation D Private Placements
Retaining Key Employees in a Privately Held Company through Equity Compensation Part 4: "Profits Interests" in LLCs and Partnerships
Maryland Securities Commissioner Issues New Order Adopting a Private Fund Exemption Based on Model NASAA Rule
When does a deal involve securities regulation? Part 5: Corporate Stock
When does a deal involve securities regulation? Part 4: Promissory Notes
Missouri Commissioner of Securities Proposes New Private Fund Exemption Based on Model NASAA Rule
Looking to Invest? How to Determine Whether an Investment Is Worth It
Massachusetts Securities Division Adopts Final Private Fund Adviser Exemption Based Upon NASAA Model Rule
When does a deal involve securities regulation? Part 3: Partnerships and Limited Liability Companies
When does a deal involve securities regulation? Part 2: The “Howey” Test
When does a deal involve securities regulation? Part 1: Introduction
In spite of what you may heave heard, the Senate just effectively killed crowdfunding.
Does a negative “Say on Pay” vote trigger a breach of fiduciary duty claim?
U.S. House Votes to Adopt Six Measures Loosening Securities Regulation for Smaller Companies; Provisions Include Crowdfunding and “IPO On Ramp”
Do managers of Delaware LLCs have the same fiduciary duties as directors of Delaware corporations?
The SEC Increases the Net Worth Requirement of the Definition of “Qualified Client” Impacting Both Registered and Some Unregistered Private Fund Managers
Virginia Division of Securities Proposes New Private Fund Exemption Based on Model NASAA Rule
California Department of Corporations Proposes New Private Fund Exemption
Due Diligence for Buying a Business 101 – Part 4: Operational Due Diligence
Should private funds be exempt from the ban on general solicitation?
Due Diligence for Buying a Business 101 – Part 3: Financial Due Diligence
Indiana Securities Division Updates Its Private Fund Exemption to Include Non-Venture Capital Funds
What are “regulatory assets under management” and why does a private fund manager need to determine them?
Due Diligence for Buying a Business 101 – Part 2: Legal Due Diligence
Buying a Business: Due Diligence 101
Working Effectively with Your Lawyer: Don’t “Recycle” Legal Work
Massachusetts Schedules Public Hearing on Proposed Regulations on Private Fund Managers
When is stock not stock? When it’s issued by the Green Bay Packers.
Implications of the Pending Startup Crowdfunding Bill
Deciphering the SEC’s New Definition of a “Venture Capital Fund”: Part 10 – What about existing funds?
What does the future hold for crowdfunding legislation?
Bill Creating Crowdfunding Exemption from Securities Registration Passes U.S. House of Representatives
Deciphering the SEC’s New Definition of a “Venture Capital Fund”: Part 8 – Restrictions on Redemption Rights
Deciphering the SEC’s New Definition of a “Venture Capital Fund”: Part 7 – Restrictions on Leverage
How the Federal Government Taxes LLCs
Deciphering the SEC’s New Definition of a “Venture Capital Fund”: Part 6 – What is the “non-qualifying basket?”
One More Reason to Comply with Securities Laws: Potential Loss of Your IP
Deciphering the SEC’s New Definition of a “Venture Capital Fund”: Part 5 – What short term holdings may a VC Fund invest in?
Working Effectively with Your Lawyer: What can a client do to keep legal bills low?
Deciphering the SEC’s New Definition of a “Venture Capital Fund”: Part 3 – What is a “Qualified Investment”?
Deciphering the SEC’s New Definition of a “Venture Capital Fund”: Part 2 – The “Holding Out” Requirement
Rep. McCarthy (R-CA) introduces legislation to eliminate ban on general solicitation for private placements.
Obama’s Proposed American Jobs Act Contains Tax Increase on Private Fund Managers
Make sure you reference any fund “gate” provisions in your side letter agreements.
State Investment Adviser Registration Requirements for Private Fund Managers Part 6: The Northeast
Private Placements: What happens if you fail to file Form D (or file it late)?
5 Legal Mistakes Often Made by Startups
Finding a Good Patent Lawyer
Deciphering the SEC’s New Definition of a “Venture Capital Fund”: Part 1 – An Overview
Should you ask potential investors to sign an NDA?
Is action forthcoming on a crowdfunding exemption to Federal securities laws?
Even in deals with "yourself," you still need proper legal documents.
State Investment Adviser Registration Requirements for Private Fund Managers Part 5: The Northwest
Should new business owners set up their business as a Wyoming LLC?
Working Effectively with Your Lawyer: Don't "Outsource" the Details of Your Deal
State Investment Adviser Registration Requirements for Private Fund Managers Part 4: The Southwest
State Investment Adviser Registration Requirements for Private Fund Managers Part 3: The Midwest
Should new business owners incorporate in Nevada?
Could a proposed crowd funding securities exemption ever catch on?
State Investment Adviser Registration Requirements for Private Fund Managers Part 2: The Southeast
Can a friends and family round include non-accredited investors? Should it?
Are real estate fund managers required to be registered as investment advisers?
State Investment Adviser Registration Requirements for Private Fund Managers Part 1: The Basics
Using Retirement Accounts for Asset Protection
Should new business owners incorporate in Delaware?
What exactly does being exempt from Investment Adviser registration under Dodd-Frank mean?
Bill Introduced in Congress to Permit Private Companies to Stay Private for Longer
7 Reasons to Use a C-Corp for Your New Business
There is no such thing as a "1099 employee."
Is due diligence going to get a whole lot more complicated for angel financings and fund offerings?
North American Securities Administrators Association revises proposed model rule addressing state registration of exempt private fund managers.
9 Reasons Why Your Business Needs a Buy-Sell Agreement
Is securities law compliance really all that important for a small company raising money from friends and family? (Yes, it is.)
The minimum net worth required of individual investors in private funds will soon increase.
How is an LLC governed differently from a corporation?
Angel Capital Association Weighs in on Proposed "Bad Actor" Rule
Legislation Giving Private Equity Fund Managers Exemption from Registration Clears Key Committee
Buying a business? Here are 6 items that should be in your letter of intent.