Posts Tagged ‘SEC’
Crowdfunding Bill Stuck in the Senate
by Scott Edward Walker on January 13th, 2012
In early November, the U.S. House of Representatives overwhelming passed the Entrepreneur Access to Capital Act, a crowdfunding bill which permits startups to offer and sell securities via crowdfunding sites like Kickstarter or social networking sites like Facebook. As I discuss below, this is a game-changer for startups and lifts certain securities law prohibitions that have been on the books since the 1930’s.
The Obama Administration supports the House bill and noted in its Statement of Administrative Policy that: “This bill will make it easier for entrepreneurs to raise capital and create jobs.” Unfortunately, two very different crowdfunding bills have been introduced in the U.S. Senate, and committee hearings have been surprisingly focused on fraud concerns and other potential problems. Indeed, it is unclear whether the Senate will even pass a crowdfunding bill (and, if so, in what form).
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Tags: broker-dealer, crowdfunding, crowdfunding bill, crowdfunding intermediary, funding portal, general solicitation, Jack Herstein, Kickstarter, NASAA, Rockethub, SEC, Senator Merkley, Senator Scott Brown, Steve Case
Posted in Crowdfunding | No Comments »
House Passes Crowdfunding Bill: FAQ’s for Entrepreneurs
by Scott Edward Walker on November 9th, 2011Last week, the U.S. House of Representatives passed a crowdfunding bill that will allow startups to offer and sell securities via crowdfunding sites and social networking sites.
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Tags: accredited investor, crowd funding, crowdfunding, crowdfunding sites, facebook, general solicitation, investment, Kickstarter, Rockethub, SEC, securities laws, startup, startups, twitter
Posted in Crowdfunding | No Comments »
Raising Capital? 3 Tips for Entrepreneurs (Part 3)
by Scott Edward Walker on October 20th, 2011I’ve been helping entrepreneurs raise capital as a corporate lawyer for 17+ years, and there are certain fundamental legal mistakes that I’ve seen entrepreneurs repeatedly make. Accordingly, I thought it would be helpful to share three tips for entrepreneurs in connection with raising capital. This is part three of a three-part series, which was originally published on The Huffington Post.
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Tags: advertise, facebook, Form D, general solicitation, LinkedIn, minority stockholder rights, OneWire, raising capital, rescission offer, Rule 506, SEC, tips for entrepreneurs, twitter
Posted in Securities Law Issues | 2 Comments »
Raising Capital? 3 Tips for Entrepreneurs
by Scott Edward Walker on June 30th, 2011Introduction
I’ve been helping entrepreneurs raise capital as a securities lawyer for 17+ years, and there are certain fundamental legal mistakes that I’ve seen entrepreneurs make over and over again. Accordingly, I thought it would be helpful to share three basic tips for entrepreneurs in connection with raising capital. (Note: this post was originally published on The Huffington Post.)
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Tags: accredited investor, broker-dealer, Dodd-Frank, finders, Form D, private placement, raising capital, Regulation D, rescission, SEC
Posted in Securities Law Issues | 2 Comments »
Can I Raise Funds via Facebook or LinkedIn?
by Scott Edward Walker on March 17th, 2011As a corporate lawyer for entrepreneurs, I am frequently asked: “Hey Scott, can I raise funds for my new company via Facebook or LinkedIn? I have lots of friends and connections, and I know some of them would be interested in investing.” The short answer is no (except in rare circumstances) because it would violate securities laws.
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Tags: capital, facebook, funds, general solicitation, LinkedIn, private placement, SEC, securities laws
Posted in Securities Law Issues | 2 Comments »
Can I Raise Money for My Startup via Twitter?
by Scott Edward Walker on January 5th, 2011Introduction
I get this question all the time (in one form or another): “Hey Scott, can I raise money for my startup via Twitter? I have a lot of followers, and I know some of them would be interested in investing.” As discussed below, the answer is no — unless the tweet is a direct message (a “DM”) to a follower with whom you have a substantive, pre-existing relationship.
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Tags: entrepreneur, general solicitation, offer, SEC, Securities Act, securities laws, startup, twitter
Posted in Ask the Attorney, Securities Law Issues | 2 Comments »
“Ask the Business Attorney” – Will the New Financial Reform Bill Destroy Angel Investing?
by Scott Edward Walker on July 21st, 2010Introduction
This post was originally part of my “Ask the Attorney” series which I am writing for VentureBeat. Below is a longer, more comprehensive version. Please shoot me any questions you may have in the comments section – or feel free to call me directly at 415-979-9998. Many thanks, Scott
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Tags: accredited, accredited investors, business attorney, Dodd, Form D, new worth, private placement, Regulation D, rescission, Rule 506, SEC, securities laws, startup
Posted in Angel Issues, Ask the Attorney | No Comments »
“Ask the Business Attorney” – What Are the Biggest Legal Mistakes Startups Make Raising Capital?
by Scott Edward Walker on July 7th, 2010Introduction
This post was originally part of my “Ask the Attorney” series which I am writing for VentureBeat; below is a longer, more comprehensive version. I know this stuff tends to be very technical (and perhaps boring), but it is nevertheless critical that entrepreneurs have a basic understanding of the securities laws.
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Tags: accredited investors, broker, business attorney, convertible notes, diligencing, finder, Form D, investors, preferred stock, SEC, securities laws, securities lawyer, startup, unregistered finder
Posted in Ask the Attorney, Securities Law Issues | 2 Comments »
“Ask the Attorney” – Beware of Finders
by Scott Edward Walker on February 24th, 2010Introduction
This post is part of my weekly “Ask the Attorney” series which I am writing for VentureBeat (one of the most popular websites for entrepreneurs). As the VentureBeat Editor notes on the site: “Ask the Attorney is a new VentureBeat feature allowing start-up owners to get answers to their legal questions.”
I have two goals here: (i) to encourage entrepreneurs to ask law-related questions regardless of how basic they may be; and (ii) to provide helpful responses in plain English (as opposed to legalese). Please give me your feedback in the comments section. Many thanks, Scott
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Tags: broker-dealer, entrepreneurs, finders, raising money, registration, SEC, securities laws
Posted in Ask the Attorney, Securities Law Issues | No Comments »
“Ask the Attorney” – Securities Laws
by Scott Edward Walker on January 12th, 2010Introduction
This post is part of a new series entitled “Ask the Attorney,” which I am writing for VentureBeat (one of my favorite websites for entrepreneurs). As the VentureBeat Editor notes on the site: “Ask the Attorney is a new VentureBeat feature allowing start-up owners to get answers to their legal questions.”
The goal here is two-fold: (i) to encourage entrepreneurs to ask law-related questions regardless of how basic they may be; and (ii) to provide helpful responses in plain english (as opposed to legalese).
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Tags: accredited investors, entrepreneurs, Form D, private placement, Rule 501, Rule 506, SEC, Securities Act, securities laws, securities lawyer
Posted in Ask the Attorney, Securities Law Issues | 16 Comments »
Angel Financings: Legal Tips For Entrepreneurs – Part 1
by Scott Edward Walker on December 2nd, 2009Introduction
I am currently working with several smart, young entrepreneurs who are trying to raise capital from “angels” (i.e., wealthy individuals who invest in start-up companies). Indeed, since I moved to Los Angeles from New York City in 2005, I have been involved in a number of angel financings; and what’s interesting from my perspective as a corporate attorney is that the deals run the gamut from an angel handing a check to an entrepreneur and instructing him to “send the paperwork when it’s ready” — to an angel retaining a large, aggressive law firm and insisting on shares of preferred stock, with all the “bells and whistles.” Below are five tips for entrepreneurs to help them through the angel financing process. (This is part one of a two-part series; I will provide five additional tips in my next post.) (more…)
Tags: angel, angel financings, angels, business attorneys, convertible notes, corporate attorney, entrepreneurs, liquidation preference, personal liability, Regulation D, rescission offers, SEC, securities laws, tips for entrepreneurs
Posted in Angel Issues | 12 Comments »
Rescission Offers: Five Tips For Entrepreneurs
by Scott Edward Walker on November 24th, 2009In light of the Madoff affair and other significant external pressures, the Securities and Exchange Commission (the “SEC”) and State securities law commissions and departments are dramatically stepping-up enforcement of securities laws. Indeed, there is a heightened level of regulatory scrutiny that entrepreneurs need to be aware of as they struggle to raise capital during this difficult economic period. I have discussed the most common securities law violations in a relatively recent post: “Five Common Mistakes Entrepreneurs Make in Raising Capital”; and as I pointed out in “Mistake #1”, non-compliance with applicable securities laws could result in serious adverse consequences. (more…)
Tags: Google, Regulation D, rescission offer, rescission offers, SEC, securities, Securities Act, securities laws
Posted in Securities Law Issues | No Comments »
Walker Twitter Highlights: November 1st – November 8th
by Scott Edward Walker on November 8th, 2009For those of you who do not follow Walker Corporate Law Group, PLLC (Walker) on Twitter, I have set forth below highlights of our tweets for the past seven days (in reverse chronological order). I indeed hope that a few of the links to articles, blog posts, podcasts and videos are helpful to our clients and friends. If you would like to follow Walker on Twitter (or if you would like to receive an RSS feed of our tweets), you can sign-up here. You can also check out the recent tweets of some of the entrepreneurs, venture capitalists and others Walker is following by clicking their photos on such page. If you have any questions or comments (or if you would like any additional information) with respect to any of the tweets below, please contact me through the comments section of this post. Many thanks, Scott (more…)
Tags: angel investor, buyouts, entrepreneurs, investor, M&A, SEC, startups, tender offer, VCs, venture capitalists
Posted in Twitter Highlights | No Comments »
Sec Form D And Related Securities Laws: Q&A For Entrepreneurs
by Scott Edward Walker on November 3rd, 2009As I mentioned in a recent post, one of things that surprised me when I moved to Southern California from New York City in 2005 was the lack of sophistication of some of the players in the so-called “middle market.” Indeed, I was particularly surprised to see so many investment bankers and other intermediaries running around and raising capital for private companies without being registered as a “broker-dealer” with the Securities and Exchange Commission (the “SEC”). As I have previously discussed (see mistake #4 here ), this is a huge potential problem for the issuer, particularly in light of the recent changes to SEC Form D. Accordingly, I thought it would be helpful to entrepreneurs to provide them with a basic understanding of the new, revised Form D and related securities laws via a question-and-answer format. (more…)
Tags: broker-dealers, EDGAR, entrepreneur, entrepreneurs, Form D, Regulation D, Rule 506, SEC, Securities Act, start-up, start-up companies
Posted in Entrepreneurship, Securities Law Issues | 10 Comments »
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