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HTMLExcluding Your Gains on Small Business Investments
Daniel I. DeWolf, Rachel Gholston; Mintz Levin Cohn Ferris Glovsky Popeo P.C.;
Legal Alert/Article
February 3, 2016, previously published on January 19, 2016
2016 promises to be another very good year to invest in start-ups because of the extension of significant tax breaks for investors who invest in early stage companies. Investors who invest in small businesses can exclude capital gains realized on the sale of stock in such businesses if they choose...

 

HTMLBeware of the Use of Derivatives in the Purchase and Sale of Private Shares
Daniel I. DeWolf, Louis Froelich; Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.;
Legal Alert/Article
September 11, 2015, previously published on September 10, 2015
The SEC is examining the use of derivatives in the secondary market for shares of private companies.[1] The trading of shares of private companies remains robust, and we are writing this alert to remind everyone that whether you are a buyer or a seller, using derivatives for these types of...

 

HTMLThe SEC’s Common Sense Approach to Private Placements and General Solicitation
Daniel I. DeWolf, Samuel Asher Effron; Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.;
Legal Alert/Article
August 19, 2015, previously published on August 19, 2015
Earlier this month the SEC issued concurrently (i) the Citizen VC No Action Letter (in response to a request for guidance authored by Mintz Levin) relating to the use of 506(b) for a private placement online and (ii) a series of CDIs (compliance and disclosure interpretations) relating to private...

 

HTMLCitizen.VC No Action Letter: Clarity and Guidance for Conducting a Private Placement Online
Daniel I. DeWolf, Samuel Asher Effron; Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.;
Legal Alert/Article
August 11, 2015, previously published on August 10, 2015
The SEC has recently provided clarity as to how an issuer of securities can conduct a private placement in a password protected web page under Rule 506(b), without it being deemed a “general solicitation” and thereby being subject to the additional requirements imposed by the new Rule...

 

HTMLRegistration Requirements Eased for Brokers and Financial Advisors in M&A Transactions
Daniel I. DeWolf, Louis Froelich; Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.;
Legal Alert/Article
March 28, 2014, previously published on March 26, 2014
We are often asked whether a financial advisor or business broker may advise on mergers and acquisitions and similar business combinations of a privately held company in a stock transaction without having to register as a broker-dealer. Until recently, the answer was no, as it would violate the...

 

HTMLThe New Rule 506: a Useful Crowdsourcing Tool
Evan M. Bienstock, Daniel I. DeWolf, Samuel Effron; Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.;
Legal Alert/Article
August 8, 2013, previously published on August 7, 2013
When the JOBS Act was passed in the spring of 2012, all the “buzz” was about the imminent advent of “Crowdfunding.” But as legal practitioners, business persons, and pundits looked closer at the details under the Crowdfunding rules contained in Title III of the JOBS Act, it...

 

HTMLSEC Adopts Rules Permitting General Solicitation in Private Offerings Limited to Purchases by Accredited Investors
Daniel I. DeWolf, Jeremy D. Glaser, Melanie D. Ruthrauff; Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.;
Legal Alert/Article
July 24, 2013, previously published on July 22, 2013
On July 10, 2013, the Securities and Exchange Commission (the “SEC”) adopted rules that repealed a long-standing ban on the use of general solicitation for private securities offerings. These changes will be effective in approximately 60 days and will allow companies to publicly offer...

 

HTMLTwo Recent SEC No Action Letters Establish Standards for Crowdsourcing Online Platforms Limited to "Accredited Investors" to Avoid Registration as a Broker-Dealer
Daniel I. DeWolf, Steve Ganis, Jeremy D. Glaser, Melanie D. Ruthrauff; Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.;
Legal Alert/Article
April 12, 2013, previously published on April 9, 2013
In two recent no action letters, the Securities and Exchange Commission (the “SEC”) granted no action relief for two venture capital online funding platforms, the FundersClub, Inc. (“FundersClub”) and AngelList, LLC (“AngelList”), allowing them to avoid...

 

HTMLFiscal Cliff Legislation Extends Tax Incentive to Invest in Small Businesses
Evan M. Bienstock, Daniel I. DeWolf, Samuel Effron, Garrett Johnston; Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.;
Legal Alert/Article
January 29, 2013, previously published on January 18, 2013
As a result of the recent “fiscal cliff” legislation, otherwise known as the American Taxpayer Relief Act of 2012 (2012 Tax Act), many individual investors are expecting future tax increases, either in the form of higher capital gains tax on their investment profits or higher income...

 

HTMLOpportunities Under New Private Placement Rules
Evan M. Bienstock, Daniel I. DeWolf, Samuel Effron, Garrett Johnston; Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.;
Legal Alert/Article
October 26, 2012, previously published on October 17, 2012
Historically, the biggest difference between a registered public offering and a private placement of securities in the United States has been the prohibition of general solicitations and general advertising in connection with a private placement. This distinction is about to change and will mark a...

 


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