The World Changes for Startups on September 23rdJoe Wallin
The JOBS Act Rules allowing startups to generally solicit their private securities offerings under Rule 506(c) of Regulation D go effective September 23rd.
PeerRealty - World Crowdfunding Conference PresentationPeerRealty
PeerRealty CEO Jordan Fishfeld addressed attendees of the World Crowdfunding Conference in Guiyang, China on October 25, 2015. With over 8,000 attendees, the World Crowdfunding Conference is the largest crowdfunding conference on the planet. This is the presentation he gave regarding the U.S. crowdfunding market and PeerRealty's real estate crowdfunding platform.
The World Changes for Startups on September 23rdJoe Wallin
The JOBS Act Rules allowing startups to generally solicit their private securities offerings under Rule 506(c) of Regulation D go effective September 23rd.
PeerRealty - World Crowdfunding Conference PresentationPeerRealty
PeerRealty CEO Jordan Fishfeld addressed attendees of the World Crowdfunding Conference in Guiyang, China on October 25, 2015. With over 8,000 attendees, the World Crowdfunding Conference is the largest crowdfunding conference on the planet. This is the presentation he gave regarding the U.S. crowdfunding market and PeerRealty's real estate crowdfunding platform.
How to Position Your Startup for Venture Capital Fundingideatoipo
During this webinar you will learn the basics of the venture model and path along with the necessary steps to take so that your company’s legal structure is an attractive investment. The discussion will cover:
1. Why a Delaware C-Corp is the most-common structure
2. How to document the relationship of the founders and early employees
3. The typical funding stages of a successful startup
4. An overview of convertible debt and SAFEs
5. Why it’s critical to run pro forma cap tables before financings
6. What happens in a venture financing
7. Why compliance with securities laws is important
8. Common legal mistakes in raising capital
9. And much, much more
Come with your questions and get ready to be excited about venture funding!
New York Crowdfunding Event Slides: The JOBS ActCrowdfundInsider
Slides from Crowdfund Insider's Crowdfunding event held March 13th and co-sponsored by Return on Change. Slides compiled by Samuel Guzik and Georgia Quinn.
Global business attorney Luis Alcalde presented "Managing International Risks + Corporate Investigations" on Thursday, January 16, at the Schneider Downs' Corporate Corruption + Fraud Seminar.
Luis discussed international corporate investigations involving the Foreign Corrupt Practices Act (FCPA), corporate ethics and other regulatory matters.
What is SEC?
The U.S. Securities and Exchange Commission (SEC) oversees the key participants in the securities world.
Concerned with promoting disclosure of important market information, maintaining fair dealing, and protecting against fraud.
Responsibilities include:
Interpret and enforce federal securities laws
Issue new rules and amend existing rules
Oversee inspection of securities firms, brokers, investment advisers and ratings agencies
Oversee private regulatory organizations in securities, accounting, auditing fields
Coordinate U.S. securities regulation with federal, state, and foreign authorities
SEC Organization:
Division of Corporate Finance:Reviews documents required to be filed with the Commission
Division of Trading: Assists in maintaining fair, orderly and efficient markets.
Division of Investment Management: Maintains oversight of America’s $26T investment management industry
Division of Enforcement: Recommends commencement of investigations of SEC law violations
Division of Economic and Risk Analysis: Integrates robust economic analysis and data analytics
Laws Governing SEC:
Securities Act of 1933
Securities Exchange Act of 1934
Trust Indenture Act of 1939
Investment Company Act of 1940
Investment Advisers Act of 1940
Sarbanes-Oxley Act of 2002
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
Jumpstart Our Business Startups Act of 2012
SEC Reports:
8k - A report of unscheduled material events or corporate changes at a company that could be of importance to the shareholders or SEC
10k - Comprehensive summary report of a company's performance. Submitted annually to the SEC
10Q - A comprehensive report of a company's performance that must be submitted quarterly by all public companies to SEC. In10-Q, firms are required to disclose relevant information regarding their financial position.
18K - Use to update the SEC and investors regarding the status of a domestically traded foreign security and its issuer.
20F - A form issued by the SEC that must be submitted by all "foreign private issuers" that have listed equity shares on exchanges in the U.S.
SEC Investigations:
Can be triggered in many ways
Investigation is not the same as prosecution
Investigations involve fact finding and are usually not public
During an investigation, neither the staff nor the Commission makes any determination of wrongdoing
Following investigation, SEC staff present findings to the Commission
Commission can authorize the staff to file a case in federal court or bring an administrative action.
Today's political environment has confused many Americans about the income tax system. Understand what our tax system is designed to do and what are some of the alternatives that have been proposed.
In house Counsel Alert: Foreign and Domestic Corruption PresentationThis account is closed
In this audio presentation, Glen Jennings and Michael Misener (standing in for Kristine Robidoux) from Gowlings discuss Foreign and Domestic Corruption including, an overview of corruption globally; an outline of the Canadian legislative framework; and a discussion of some key case studies. They provide in-depth analysis of the Griffiths Energy Case and highlight what in-house counsel can learn from it.
What is a QDRO and how do I get one in a Texas divorce?Adam Kielich
Fort Worth employment and divorce lawyer Adam Kielich discusses QDROs and how QDROs are obtained in a Texas divorce. Learn more about these critical orders and how they affect the property division in a divorce.
The Kielich Law Firm
2205 Martin Drive, Suite 200-K
Bedford, Texas 76021
P: 817-857-1123
W: www.kielichlawfirm.com
This webinar is critical for entrepreneurs who will be raising a preferred round in the near future. This webinar is designed to teach you what to expect when your company sells preferred stock in a venture round.
During this webinar, veteran Silicon Valley venture capital attorney Jason Putnam Gordon will cover the following topics:
· What venture capitalists are looking for when they invest in a company
· What makes a company a potential investment for a venture capital fund
· Pre-round issues
· What makes a good investor and how to find them
· How to negotiate a term sheet
· The deal documentation
· The diligence process
· Closing issues
· Post-closing issues
· Common pitfalls when raising venture capital
· And much, much more
As we continue to operate in a fast-moving, highly competitive market for lenders and investors in loans, understanding and staying current on trends in structure and documentation, as well as regulatory developments, has become an increasingly important and necessary competitive advantage.
Topics covered in this presentation include:
•State of the Loan Market
•State of the CLO Market
•Risk Retention
•Industry/LSTA Update
•Bankruptcy Update
Funding 101 for Tech Entrepreneurs & StartupsRoger Royse
Roger Royse, founder of the Royse Law Firm, discusses the various options available to entrepreneurs when it comes to funding their startup.
Topics include:
1) What are the best funding options for entrepreneurs to scale their business?
2) When should entrepreneurs pursue external funding?
3) How do entrepreneurs choose the right investor?
4) What alternative sources of funding are available?
5) How and why should a founder stage their funding rounds?
6) When should a founder think about exiting?
7) How can advisors help with the funding process?
How to Position Your Startup for Venture Capital Fundingideatoipo
During this webinar you will learn the basics of the venture model and path along with the necessary steps to take so that your company’s legal structure is an attractive investment. The discussion will cover:
1. Why a Delaware C-Corp is the most-common structure
2. How to document the relationship of the founders and early employees
3. The typical funding stages of a successful startup
4. An overview of convertible debt and SAFEs
5. Why it’s critical to run pro forma cap tables before financings
6. What happens in a venture financing
7. Why compliance with securities laws is important
8. Common legal mistakes in raising capital
9. And much, much more
Come with your questions and get ready to be excited about venture funding!
New York Crowdfunding Event Slides: The JOBS ActCrowdfundInsider
Slides from Crowdfund Insider's Crowdfunding event held March 13th and co-sponsored by Return on Change. Slides compiled by Samuel Guzik and Georgia Quinn.
Global business attorney Luis Alcalde presented "Managing International Risks + Corporate Investigations" on Thursday, January 16, at the Schneider Downs' Corporate Corruption + Fraud Seminar.
Luis discussed international corporate investigations involving the Foreign Corrupt Practices Act (FCPA), corporate ethics and other regulatory matters.
What is SEC?
The U.S. Securities and Exchange Commission (SEC) oversees the key participants in the securities world.
Concerned with promoting disclosure of important market information, maintaining fair dealing, and protecting against fraud.
Responsibilities include:
Interpret and enforce federal securities laws
Issue new rules and amend existing rules
Oversee inspection of securities firms, brokers, investment advisers and ratings agencies
Oversee private regulatory organizations in securities, accounting, auditing fields
Coordinate U.S. securities regulation with federal, state, and foreign authorities
SEC Organization:
Division of Corporate Finance:Reviews documents required to be filed with the Commission
Division of Trading: Assists in maintaining fair, orderly and efficient markets.
Division of Investment Management: Maintains oversight of America’s $26T investment management industry
Division of Enforcement: Recommends commencement of investigations of SEC law violations
Division of Economic and Risk Analysis: Integrates robust economic analysis and data analytics
Laws Governing SEC:
Securities Act of 1933
Securities Exchange Act of 1934
Trust Indenture Act of 1939
Investment Company Act of 1940
Investment Advisers Act of 1940
Sarbanes-Oxley Act of 2002
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
Jumpstart Our Business Startups Act of 2012
SEC Reports:
8k - A report of unscheduled material events or corporate changes at a company that could be of importance to the shareholders or SEC
10k - Comprehensive summary report of a company's performance. Submitted annually to the SEC
10Q - A comprehensive report of a company's performance that must be submitted quarterly by all public companies to SEC. In10-Q, firms are required to disclose relevant information regarding their financial position.
18K - Use to update the SEC and investors regarding the status of a domestically traded foreign security and its issuer.
20F - A form issued by the SEC that must be submitted by all "foreign private issuers" that have listed equity shares on exchanges in the U.S.
SEC Investigations:
Can be triggered in many ways
Investigation is not the same as prosecution
Investigations involve fact finding and are usually not public
During an investigation, neither the staff nor the Commission makes any determination of wrongdoing
Following investigation, SEC staff present findings to the Commission
Commission can authorize the staff to file a case in federal court or bring an administrative action.
Today's political environment has confused many Americans about the income tax system. Understand what our tax system is designed to do and what are some of the alternatives that have been proposed.
In house Counsel Alert: Foreign and Domestic Corruption PresentationThis account is closed
In this audio presentation, Glen Jennings and Michael Misener (standing in for Kristine Robidoux) from Gowlings discuss Foreign and Domestic Corruption including, an overview of corruption globally; an outline of the Canadian legislative framework; and a discussion of some key case studies. They provide in-depth analysis of the Griffiths Energy Case and highlight what in-house counsel can learn from it.
What is a QDRO and how do I get one in a Texas divorce?Adam Kielich
Fort Worth employment and divorce lawyer Adam Kielich discusses QDROs and how QDROs are obtained in a Texas divorce. Learn more about these critical orders and how they affect the property division in a divorce.
The Kielich Law Firm
2205 Martin Drive, Suite 200-K
Bedford, Texas 76021
P: 817-857-1123
W: www.kielichlawfirm.com
This webinar is critical for entrepreneurs who will be raising a preferred round in the near future. This webinar is designed to teach you what to expect when your company sells preferred stock in a venture round.
During this webinar, veteran Silicon Valley venture capital attorney Jason Putnam Gordon will cover the following topics:
· What venture capitalists are looking for when they invest in a company
· What makes a company a potential investment for a venture capital fund
· Pre-round issues
· What makes a good investor and how to find them
· How to negotiate a term sheet
· The deal documentation
· The diligence process
· Closing issues
· Post-closing issues
· Common pitfalls when raising venture capital
· And much, much more
As we continue to operate in a fast-moving, highly competitive market for lenders and investors in loans, understanding and staying current on trends in structure and documentation, as well as regulatory developments, has become an increasingly important and necessary competitive advantage.
Topics covered in this presentation include:
•State of the Loan Market
•State of the CLO Market
•Risk Retention
•Industry/LSTA Update
•Bankruptcy Update
Funding 101 for Tech Entrepreneurs & StartupsRoger Royse
Roger Royse, founder of the Royse Law Firm, discusses the various options available to entrepreneurs when it comes to funding their startup.
Topics include:
1) What are the best funding options for entrepreneurs to scale their business?
2) When should entrepreneurs pursue external funding?
3) How do entrepreneurs choose the right investor?
4) What alternative sources of funding are available?
5) How and why should a founder stage their funding rounds?
6) When should a founder think about exiting?
7) How can advisors help with the funding process?
Decoding Title III - EarlyShares Crowdcheck webinar nov. 5. 13EarlyShares
Equity crowdfunding is almost here. What does it mean for you?
The SEC took a huge step forward towards equity crowdfunding on October 23 when it released proposed rules for Title III of the JOBS Act. But the complex 500+ page proposal isn’t exactly light reading.
In this EarlyShares webinar, we take the mystery out of Title III.
Joanna Schwartz, CEO of EarlyShares, and Sara Hanks, CEO of CrowdCheck, walk you through the SEC’s proposal to highlight the benefits, concerns, and liabilities raised by the rules – as well as the questions that remain.
Small businesses in North Carolina will soon be permitted to raise up to $2 million from average investors with certain limits. This is the result of legislation passed by the North Carolina General Assembly in July 2016. Businesses that use the “Invest N.C. exemption” can utilize the Internet to organize such a fundraiser. However, firms must follow certain regulations, including requirements on how much can be raised from each investor, what kind of financial information must be disclosed, and periodic reporting requirements to keep investors informed. The N.C. Securities Division will oversee administration of the crowdfunding exemption.This seminar is planned as an overview of investment crowdfunding for businesses that may want to utilize this option. The speaker will cover the following:
-a regulatory overview and how crowdfunding fits within securities laws
-the legal do’s and don’ts of a crowdfunding offering
-the marketing aspects
-what you can say and how to reach investors
-utilizing a web site intermediary – picking one and connecting with investors.
Startup Basics: How to Split the Pie, Raise Money and Reward ContributorsRoger Royse
What’s my startup worth? How much equity should founders have? How much equity should I give to employees and consultants? How much should I give the VC’s?
Silicon Valley startup attorney Roger Royse of the Royse Law Firm discusses the basic valuation and ownership issues involved in a startup’s life, from formation to financing to exit, including how to value your company and the contributions of stakeholders and investors at each step with a particular emphasis on different models, best practices and traps to avoid.
Equity Crowdfunding Comes of Age: Learn the New Rules for Success. A webinar ...EarlyShares
With the ban lifted on general solicitation, the SEC's new rules advance 80-year-old securities laws to take advantage of technology and modern capabilities, setting the stage for Accredited Equity Crowdfunding.
Now, the game-changing possibilities unlocked by the JOBS Act enable start-ups, small businesses and entrepreneurs to raise capital in an entirely new way from Accredited Investors.
Learn what the new rules mean for businesses and investors, along with the important regulation updates you need to know about Accredited Equity Crowdfunding. Discover what steps to take next, the available investment vehicles, how the accreditation process works -- and the benefits of an online platform that puts it all together. Hear from industry and legal experts who have been at the forefront of the discussion and progress in Equity Crowdfunding.
Speakers:
Joanna Schwartz, CEO of EarlyShares.com
Douglas S. Ellenoff, Partner at Ellenoff Grossman & Schole LLP
This webinar was hosted on September 24th, 2013.
In 2013, the ban on general solicitation of accredited investors was lifted, causing the largest change to securities laws in decades. While everyone from startups to hedge funds will enjoy new liberties in investor marketing and outreach campaigns, it’s critical that the new rules are followed to a T, eliminating the chance for exemption rescission.
My presentation with David Rose on the general framework of equity crowdfunding under the JOBS Act. This presentation is not updated for the most recent developments. Specifically, the SEC has missed certain of their congressionally mandated deadlines and therefore both general solicitation and equity crowdfunding are still not legalas of the date of this presentation. If you have additional questions, feel free to send me a tweet at 1billionagles or email me at kiranlingam@gmail.com.
Responsibilities of the office bearers while registering multi-state cooperat...Finlaw Consultancy Pvt Ltd
Introduction-
The process of register multi-state cooperative society in India is governed by the Multi-State Co-operative Societies Act, 2002. This process requires the office bearers to undertake several crucial responsibilities to ensure compliance with legal and regulatory frameworks. The key office bearers typically include the President, Secretary, and Treasurer, along with other elected members of the managing committee. Their responsibilities encompass administrative, legal, and financial duties essential for the successful registration and operation of the society.
In 2020, the Ministry of Home Affairs established a committee led by Prof. (Dr.) Ranbir Singh, former Vice Chancellor of National Law University (NLU), Delhi. This committee was tasked with reviewing the three codes of criminal law. The primary objective of the committee was to propose comprehensive reforms to the country’s criminal laws in a manner that is both principled and effective.
The committee’s focus was on ensuring the safety and security of individuals, communities, and the nation as a whole. Throughout its deliberations, the committee aimed to uphold constitutional values such as justice, dignity, and the intrinsic value of each individual. Their goal was to recommend amendments to the criminal laws that align with these values and priorities.
Subsequently, in February, the committee successfully submitted its recommendations regarding amendments to the criminal law. These recommendations are intended to serve as a foundation for enhancing the current legal framework, promoting safety and security, and upholding the constitutional principles of justice, dignity, and the inherent worth of every individual.
WINDING UP of COMPANY, Modes of DissolutionKHURRAMWALI
Winding up, also known as liquidation, refers to the legal and financial process of dissolving a company. It involves ceasing operations, selling assets, settling debts, and ultimately removing the company from the official business registry.
Here's a breakdown of the key aspects of winding up:
Reasons for Winding Up:
Insolvency: This is the most common reason, where the company cannot pay its debts. Creditors may initiate a compulsory winding up to recover their dues.
Voluntary Closure: The owners may decide to close the company due to reasons like reaching business goals, facing losses, or merging with another company.
Deadlock: If shareholders or directors cannot agree on how to run the company, a court may order a winding up.
Types of Winding Up:
Voluntary Winding Up: This is initiated by the company's shareholders through a resolution passed by a majority vote. There are two main types:
Members' Voluntary Winding Up: The company is solvent (has enough assets to pay off its debts) and shareholders will receive any remaining assets after debts are settled.
Creditors' Voluntary Winding Up: The company is insolvent and creditors will be prioritized in receiving payment from the sale of assets.
Compulsory Winding Up: This is initiated by a court order, typically at the request of creditors, government agencies, or even by the company itself if it's insolvent.
Process of Winding Up:
Appointment of Liquidator: A qualified professional is appointed to oversee the winding-up process. They are responsible for selling assets, paying off debts, and distributing any remaining funds.
Cease Trading: The company stops its regular business operations.
Notification of Creditors: Creditors are informed about the winding up and invited to submit their claims.
Sale of Assets: The company's assets are sold to generate cash to pay off creditors.
Payment of Debts: Creditors are paid according to a set order of priority, with secured creditors receiving payment before unsecured creditors.
Distribution to Shareholders: If there are any remaining funds after all debts are settled, they are distributed to shareholders according to their ownership stake.
Dissolution: Once all claims are settled and distributions made, the company is officially dissolved and removed from the business register.
Impact of Winding Up:
Employees: Employees will likely lose their jobs during the winding-up process.
Creditors: Creditors may not recover their debts in full, especially if the company is insolvent.
Shareholders: Shareholders may not receive any payout if the company's debts exceed its assets.
Winding up is a complex legal and financial process that can have significant consequences for all parties involved. It's important to seek professional legal and financial advice when considering winding up a company.
1. STATE-LEVEL EQUITY
CROWDFUNDING
Joe Wallin Andrew Schultheis
joewallin@dwt.com andrewschultheis@dwt.com
(206) 757-8184 (206) 757-8143
2. Equity Crowdfunding
• Equity rather than rewards based or pre-sales of
goods or services
• To date, most crowdfunding platforms are
rewards based or pre-sale platforms
• KickStarter and Indiegogo are not equity
crowdfunding platforms
• They expressly prohibit the sale of equity
3. State-Level
• What is state-level equity crowdfunding?
– Equity crowdfunding pursuant to state laws designed
to avoid application of the federal crowdfunding law
– 13 states have now passed state equity crowdfunding
laws
– Most based on Section 3(a)(11) of the Securities Act
of 1933
– Maine based on Rule 504
4. Why State-Level?
• Disappointment over federal law
• Avoids application of 1933 Act, if done correctly
– So you don’t have to comply with federal
crowdfunding law when it comes into effect
• Still have problems under the 1934 Act, however
– 500 non-accredited shareholders can trigger public co
reporting obligations
– JOBS Act fixed this for federal crowdfunding, not
state
5. Story of How the Law
Came to Be
• Blog post
• GeekWire
• Coincidental meeting with Cyrus Habib
• Testimony
• Enthusiasm
• Work
• Lots of entreprenuers going to Olympia to testify
6. Blog Posts
• http://www.startuplawblog.com/2012/07/25/wash
ington-state-needs-its-own-crowdfunding-law/
• http://www.geekwire.com/2013/commentary-time-
crowdfunding-law/
7. Effective When?
• Companies can start filing the “Crowdfunding
Form” with the DFI on November 1, 2014
• You can find the law here:
– http://apps.leg.wa.gov/billinfo/summary.aspx?
bill=2023
– http://dfi.wa.gov/sd/rulemaking.htm#crowdfunding
8. Who Can Use the Law
• Washington entities
• Washington investors
• Rule 147
– Watch out for 80% tests
• Must file the Crowdfunding Form with the DFI
before you can proceed
• $600 fee
• Financial statements in accordance with GAAP
9. 80% tests
• The issuer derived at least 80 percent of its gross revenues from the operation
of a business or of real property located in or from the rendering of services
within such state or territory; provided, however, that this provision does not
apply to any issuer which has not had gross revenues in excess of $5,000 from
the sale of products or services or other conduct of its business for its most
recent twelve-month fiscal period;
• The issuer had at least 80 percent of its assets located within such state or
territory;
• The issuer intends to use and uses at least 80 percent of the net proceeds to the
issuer from sales made pursuant to this rule in connection with the operation of
a business or of real property, the purchase of real property located in, or the
rendering of services within such state or territory; and
• The principal office of the issuer is located within such state or territory.
10. Amounts
• $1M in the aggregate
• Individual limitations that track the federal
crowdfunding law
– Less than $100,000 in income or net worth 5% but at
least $2,000
– More than $100,000 in income or net worth 10% but
capped at $100,000
11. From whom?
• Accredited and non-accredited individuals
• Limitations on amounts invested
• Legitimate friends and family offering
12. My Favorite Clause
• http://joewallin.com/2014/08/31/washington-equity-
crowdfunding-favorite-clause/
• "I acknowledge that I am investing in a high-risk,
speculative business venture, that I may lose all
of my investment, and that I can afford the loss
of my investment";
13. Escrow
• Must use an escrow
– Must have a target minimum offering amount
– Demonstrate to DFI the minimum makes sense
• Can’t break escrow till you hit the minimum
• Investors can back out until you hit the minimum
14. No Debt
• Can’t use the law to issue debt
• This despite the law saying “securities”
• DFI policy choice
• DFI is concerned about companies not being able
to repay debt
15. No Convertible Debt
• See the last slide
• Investors frequently want convertible debt
• Convertible debt is frequently better than equity
– Debt sits on top of equity
– Valuation cap
– Discount
– See Mark Suster’s blog post
19. Quarterly Reporting
• Most burdensome part of the law
– Executive officer and director compensation
– Narrative discussion of business
– Ownership info
– Not financials
– Open to public
20. Bad Actor Due Diligence
• Reasonable inquiry test
• Tracks federal law
• Questionnaires
21. Rule 147 Advertising
Problems
• SEC has issued intrastate crowdfunding guidance
• Can’t advertise out of state
• Can use technology to limit to IP addresses
within a state
22. What is a Portal?
• Broker-dealer
• Ports
• Local Economic Development Districts