Given the securities laws, one probably ought not to be surprised that there are restrictions on who can be involved in the sale of an offeror's securities. Generally the top officers of the company can sell the securities, although there are...
If an offeror is making an offering that does not allow public advertising, such as a traditional Rule 506 offering, then according to the SEC a pre-existing substantive relationship is required before a potential investor can invest. ...
Foreign investors in U.S. companies can be handled one of two ways. One way to deal with non-U.S. investors is to treat them exactly like U.S. investors. Another option, though, is to use federal Regulation S with foreign...
Information to Be Provided When There Are Non-Accredited Investors
One provision of SB 978 requires the offering company to provide additional information regarding the nature of the proposed offering on a form prescribed by the Commissioner of...
A number of years ago the SEC effectively banned the use of finders to locate investors for securities offerings that cross state lines. Still, a few states allow finders for their intrastate offerings (offerings made entirely within that...
The California 25102(n) offering exemption is one of the few that allows some public advertising. Non-California companies that do more than half their business in California can use this exemption as well – or perhaps form a California...
Given that the SEC is on the verge of releasing its final regulations that will allow public advertising of Rule 506 offerings, it’s a good time to review traditional Rule 506 offerings.
A Rule 506 offering is the primary type of private...
Although it takes more time and effort than other types of offerings, a California qualification by permit (25113) offering has major advantages in terms of allowing public advertising and having low investor requirements.
The offering can...
For those of you who are or may be making offerings in California, this is an update on the latest regarding the new California regulations regarding investment advisers. This is important because the California Department of Corporations (DOC)...
As mentioned last time, there are many ways to structure securities to be sold in an offering. How they are structured requires balancing what is attractive to investors with what the company can live with.
In terms of equity offerings, for...