Posts Categorized: Venture Capital

SEC Proposes Revisions to Exempt Offering Rules

On March 4, 2020, the Securities and Exchange Commission (the “SEC”) issued a proposal to revise the exempt offering rules under Regulation D (exempt offerings) and Regulation S (offshore offerings) of the Securities Act of 1933 largely to make it easier to conduct such offerings.  The proposals include, among other things: While Rule 506(c) under… Read more »

New Committee on Foreign Investment in the United States (“CFIUS”) Rules to Go Into Effect

On February 13, 2020, new CFIUS rules are scheduled to go into effect. The new rules have been adopted by the Treasury Department under the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) which increases the CFIUS authority to review and disallow investment in U.S. sensitive companies.  The rules also resulted in the exemption… Read more »

SEC Issues Concept Release on Private Placements

On June 18, 2019, the Securities and Exchange Commission (the “SEC”) issued a more than 200-page concept release about ways to simplify, improve and harmonize exempt offerings, including private placements, Regulation Crowdfunding and others.  The SEC raises numerous issues for comment, such as, for example, whether and how the “accredited investor” definition should be changed,… Read more »

FINRA Establishes Office of Financial Innovation

In a press release dated April 24, 2019, the Financial Industry Regulatory Authority (“FINRA”) announced that it had established the Office of Financial Innovation.  The office is focused on financial technology, otherwise known as FinTech.  Haimera Workie, originally a graduate of MIT and Harvard and now a Senior Director at FINRA,  has been named it… Read more »

CFTC Issues Report on Virtual Currencies

On October 17, 2017, the Commodity Futures Trading Commision’s (the “CFTC”) LabCFTC, the CFTC’s division launched this year to look at financial technology (“FinTech”), issued a press release and its first primer (in the form of an outline on slides) called “A  CFTC Primer on Virtual Currencies” (the “Primer”).  Perhaps the most important statement in the… Read more »

Second Treasury Report on Changes to Dodd-Frank

In response to Executive Order 13772 on Core Principles for Regulating the U.S. Financial System, February 3, 2017, the U.S. Treasury (the “Treasury”) issued its second report on October 6, 2017, entitled “A Financial System that Creates Economic Opportunities:  Capital Markets” (the “Report”). after the first report on banks and credit unions was released in… Read more »

SEC Report on Virtual Token Offerings and ICOs

On July 25, 2017, the Securities and Exchange Commission (the “SEC”) Division of Enforcement released a Report of Investigation (the “Report”) and a press release on the securities law analysis of an offer of DAO virtual tokens (“DAO Tokens”).  (Such an offer is sometimes called an Initial Coin Offering, or “ICO”.)  The Report may be the first of this type of report… Read more »

Delaware Court Affirms Limited Director Duty to Preferred Shares

On April 14, 2017 (corrected April 25, 2017), the Delaware Court of Chancery partially rejected a motion to dismiss a complaint (the “Complaint”).  The Complaint was brought by the trust of founder of a venture capital company who was also a common stockholder against an investor in Series A Preferred Stock (the “Preferred”) of ODN Holding… Read more »

OCC Proposes to Issue Special Purpose National Bank Licenses for FinTechs

On December 2, 2016, the Office of the Comptroller of the Currency (the “OCC”), which licenses and regulates in part National Banks, issued a white paper, and Comptroller of the Currency Thomas Curry spoke, on voluntary licensing as “Special Purpose National Banks” certain FinTech companies that meet OCC requirements.  “FinTech” is usually defined as financial technology firms that use… Read more »

SEC Approves Intrastate Offerings and Increasing the Rule 504 Cap

The Securities and Exchange Commission (the “SEC”) approved, on October 26, 2016, amendments to its Securities Act of 1933 (the “Securities Act”) Rule 147 and the creation of Rule 147A, amendments to its Rule 504, and the repeal of the limited use Rule 505.  See press release, here.  The final rules apparently largely follow the… Read more »