Jackson Ross PLLC

Regulation Crowdfunding Filings Aren’t Just for the Feds.

While most familiar with Regulation Crowdfunding are aware that federal registration of a crowdfunded offering preempts registration at the state level, the fact that states have the discretion to require notice filings of such offerings has largely escaped the public discourse on Regulation Crowdfunding.   A number of federal securities registration exemptions preempt (the often […]

SEC Guidance on Advisers Act Compliance for Robo-Advisers

In recent years, advisory firms that offer automated advice platforms, colloquially termed “robo-advisers,” have been rapidly gaining steam.  These platforms utilize algorithms to generate portfolio recommendations, and typically do not come with the minimum account requirements or hefty fees of traditional investment advisers.*  These factors make robo-advisers an affordable and attractive account-management option for moderate-income […]

The Fiduciary Rule’s Uncertain Future

Last April, President Obama announced a rule aimed at requiring financial professionals who work with retirement plans, whether such professionals are investment advisors or broker-dealers (or in another category), to always act in the best interest of their client. This rule, commonly called the fiduciary rule, was to be phased into effect from April of […]

Overview of Brokers, Dealers, Broker-Dealers, and Related Regulations

Many businesses grow to a certain size and then decide that they would like to drum up capital by selling stock. In order to issue securities such as common stock, businesses must comply with the Securities and Exchange Commission’s (SEC) regulations concerning the sale of securities. Companies that are looking to have their securities listed […]

Insider Traders​ and Tippers

My brother-in-law works for an investment bank and he tells me a court recently decided it’s now okay for me to give him “tips” regarding potential deals involving my company. I’m not sure I believe him. Does he know what he’s talking about? Not really, but it’s true there was a very important case decided […]

Non-Accredited Investors and Convertible Promissory Notes

Does everyone who purchases a convertible promissory note have to be an accredited investor?  I am looking to fund my start-up with a friends and family round of financing.  I plan on issuing convertible promissory notes to these initial investors.  The convertible promissory notes I have seen all have a provision representing that the investor […]

Fighting an Activist Shareholder

I am in-house with a public company incorporated in Delaware.  We have an activist shareholder who has made filing lawsuits against us his hobby.  Fighting these meritless suits has cost us a considerable amount of both time and money.  What can we do about this person? The first thing I would do is to make […]

Can an Investment Bank Both Advise an Acquirer and Finance Its Bid?

Can an investment bank advising a company on a sale also provide the financing for a buyer of the company? Assume information barriers and other conflicts of interest mitigation measures will be utilized. No. Known as “staple financing” (since the financing details are typically stapled to the back of the acquisition term sheet), this arrangement […]

What is the Volcker Rule and Who is Affected by It?

What is the Volcker Rule and who is affected by it? The Volcker Rule, named for former Chairman of the Federal Reserve Paul Volcker, prevents banking entities from proprietary trading and from acquiring an ownership interest in or sponsoring a hedge fund or private equity fund. “Banking entities” includes any FDIC-insured bank, any company that […]

The Different Types of Crowdfunding

In your last newsletter you said that the SEC had not yet legalized crowdfunding, and yet I see all these crowdfunding sites on the Internet. What gives? The crowdfunding that we discussed in the Jackson Ross PLLC Summer. Newsletter was equity crowdfunding, in which investors are given a stake in a business in exchange for […]

The Latest on Crowdfunding

What is the latest on crowdfunding at the federal and state levels? Title III of the JOBS Act gave the Securities and Exchange Commission (“SEC”) 270 days to create rules allowing for crowdfunding, which is not defined in the JOBS Act but generally refers to the practice of a private company raising money through relatively small […]

Can a Home Country-Listed Company Still Qualify as a Foreign Private Issuer in the U.S.?

My company is publicly listed on a stock exchange in my home country of Florin.  Can I still qualify as a foreign private issuer in the U.S. and raise money through an initial public offering? The “private” in “foreign private issuer” simply means the issuer is not government-owned.  It does not mean the issuer is private […]

Going-Private Transactions after the MacAndrews Case

I am in-house with a public company incorporated in Delaware.  Are there any recent Delaware decisions of which I should be aware? Yes.  The Delaware Supreme Court recently issued a decision in the case of Kahn v. M&F Worldwide Corp., holding that in a going-private transaction between a controlling stockholder of a Delaware corporation and […]