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Regulation D (SEC)
 
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In the United States under the Securities Act of 1933, any offer to sell securities must either be registered with the United States Securities and Exchange Commission (SEC) or meet certain qualifications to exempt them from such registration. Regulation D (or Reg D) contains the rules providing exemptions from the registration requirements, allowing some companies to offer and sell their securities without having to register the securities with the SEC. A Regulation D offering is intended to make access to the capital markets possible for small companies that could not otherwise bear the costs of a normal SEC registration. Reg D may also refer to an investment strategy, mostly associated with hedge funds, based upon the same regulation. The regulation is found under Title 17 of the Code of Federal Regulations, part 230, Sections 501 through 508. The legal citation is 17 C.F.R. §230.501 et seq. On July 10th, 2013, the SEC issued new final regulations allowing public advertising and solicitation of Regulation D offers to accredited investors. This video is targeted to blind users. Attribution: Article text available under CC-BY-SA Creative Commons image source in video
Views: 4047 Audiopedia
Regulation D Securities Exemptions
 
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http://thebusinessprofessor.com/regulation-d-securities-exemption/ Regulation D Securities Registration Exemptions
Views: 692 Jason Mance Gordon
CPA Exam REG Securities Regulation Sample
 
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CPA Exam REG Securities Regulation Sample Full lesson includes: Lesson Overview 1933 Act Securities Regulation 1933 Act Registration Requirements 1933 ACT SHELF REGISTRATION REGISTRATION PROCESS REGISTRATION STATEMENT REGISTRATION FORMS SEC EXEMPTIONS FROM REGISTRATION INTRASTATE ISSUES 1933 ACT: REGULATION A 1933 ACT: REGULATION D REG D: RULE 504 EXEMPTION REG D: RULE 506 EXEMPTION 1933 ACT LIABILITIES: SECTION 11 LIABILITY DEFENSES 1933 ACT DEFINITIONS THE SECURITIES EXCHANGE ACT OF 1934 1934 ACT: WHAT SHOULD BE REPORTED? 1934 ACT REPORTING REQUIREMENTS 1934 ACT ANTIFRAUD PROVISIONS SECTION 11 OF 1933 VS. RULE 10B-5 OF 1934 SARBANES-OXLEY ACT OF 2002 THE DODD-FRANK ACT OF 2010 EXEMPTIONS FOR SMALLER AND EMERGING COMPANIES
Views: 179 CPA Adventure Guide
What’s the Significance of Filing Form D with the SEC (or not)?
 
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Securities Attorney Darin Mangum ( thePPMattorney.com ) discusses the significance of filing Form D with the SEC and the impact it can have on claiming exemptions from registration under Regulation D of the Securities Act of 1933, as amended. If you have questions, please feel free to call me directly as listed below. Phone: (281) 203-0194 E-mail: [email protected] Website: ThePPMAttorney.com FOR GENERAL INFORMATION ONLY. NOT TO BE CONSTRUED AS LEGAL ADVICE. I'M NOT YOUR ATTORNEY UNLESS A DULY EXECUTED ENGAGEMENT LETTER EXISTS BETWEEN US. (c) 2017 DARIN H. MANGUM PLLC.
Views: 686 Darin Mangum
Reg D 506 Private Placement and Securities Act Rule 506
 
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http://princetoncorporatesolutions.com/downloadbook.php Reg D 506 Private Placement and Securities Act Rule 506 and much more in this Free downloadable eBook from Princeton Corporate Solutions
Views: 322 photosandgeothermal
What if I can't qualify for a Regulation D Exemption?
 
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Securities attorney Darin H. Mangum, Esq., discusses Section 4(a)(2) of the Securities Act of 1933, as amended. Darin discusses a possible fall back plan if your private offering doesn't fall within the rule 506b guide lines, or if you have a checked past that might make it difficult for you to raise money through a regulation D (Reg d) private placement offering. Darin H. Mangum Website: ThePPMAttorney.com Phone: 281-203-0194 NOT AN OFFER OR A SOLICITATION. NOT TO BE CONSTRUED AS LEGAL ADVICE. I AM NOT YOUR ATTORNEY UNLESS THERE IS AN WRITTEN ENGAGEMENT LETTER IN PLACE BETWEEN US.
Views: 302 Darin Mangum
IX Ranch - Cattle Herd Genetics
 
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The IX Ranch is a legacy ranch – it is huge, has a long history of stable ownership and a highly respected reputation in reputation ranch country. Its central Montana location is 87 miles northeast of Great Falls and adjacent to the town of Big Sandy. The current owners are the second owners in the ranch’s 126 year history. This professionally managed operation runs a cattle herd of 4,300. They traditionally go into the winter with around 3,500 bred cows and 600 heifer calves – plus an appropriate number of bulls and ranch horses together with 5,000 tons of winter feed. The operation covers over 126,000 acres, of which 59,809 is deeded and the majority of the balance being State grazing leases. It is well and appropriately improved, with accommodations for a full crew including a manager as well as comfortable quarters for guests. Besides its position as one of Montana’s great cattle ranches, the IX boasts huntable populations of elk, mule deer, whitetail deer, antelope, mountain lion and five species of upland birds. It is also an extremely scenic ranch boasting a broad diversity of habitat types from productive meadows to rolling hills which give way to steeper mountain country with scatterings of aspens and evergreens. This is not an offer to sell or a solicitation of any offer to buy any securities. Offers are made only by the authorized offering materials. To obtain copies of these materials, all parties must complete an investor questionnaire and meet the suitability standards required by law. For more information, please contact David Johnson, broker, at (406) 587-3090 or [email protected] ANY TRANSACTION FOR THE PURCHASE OF THE IX RANCH WILL BE STRUCTURED AS THE SALE OF ALL OF THE ISSUED AND OUTSTANDING STOCK (“SHARES”) IN IX RANCH COMPANY, A MONTANA CORPORATION. THE SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE OR FOREIGN REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS BROCHURE OR ACCOMPANYING INFORMATION OR ENDORSED THE MERITS OF THIS OFFERING, AND ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY SECTION 4(2) OF THE ACT OR REGULATION D THEREUNDER, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. THE SHARES MAY NOT BE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
Views: 29533 Hall and Hall
Can issuers conduct exempt offerings of securities concurrently with Regulation S?
 
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Can issuers conduct exempt offerings of securities concurrently with Regulation S? | Ahpaly Coradin | Coradin Law P.A. | Committed to Excellence | Contact Us | +1-305-714-9532 | http://coradinlaw.com/ | 200 South Biscayne Blvd, Suite 2790, Miami, FL 33131
Views: 113 Coradin Law P.A.
Securities Act of 1933
 
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United States Congress enacted the Securities Act of 1933 (the 1933 Act, the Securities Act, the Truth in Securities Act, the Federal Securities Act, or the '33 Act, Title I of Pub. L. 73-22, 48 Stat. 74, enacted May 27, 1933, codified at 15 U.S.C. § 77a et seq.), in the aftermath of the stock market crash of 1929 and during the ensuing Great Depression. Legislated pursuant to the interstate commerce clause of the Constitution, it requires that any offer or sale of securities using the means and instrumentalities of interstate commerce be registered with the SEC pursuant to the 1933 Act, unless an exemption from registration exists under the law. "Means and instrumentalities of interstate commerce" is extremely broad, and it is virtually impossible to avoid the operation of this statute by attempting to offer or sell a security without using an "instrumentality" of interstate commerce. Any use of a telephone, for example, or the mails, would probably be enough to subject the transaction to the statute. The 1933 Act was the first major federal legislation to regulate the offer and sale of securities. Prior to the Act, regulation of securities was chiefly governed by state laws, commonly referred to as blue sky laws. When Congress enacted the 1933 Act, it left existing state securities laws ("blue sky laws") in place. The '33 Act is based upon a philosophy of disclosure, meaning that the goal of the law is to require issuers to fully disclose all material information that a reasonable shareholder would require in order to make up his or her mind about the potential investment. This is very different from the philosophy of the blue sky laws, which generally impose so-called "merit reviews." Blue sky laws often impose very specific, qualitative requirements on offerings, and if a company does not meet the requirements in that state then it simply will not be allowed to do a registered offering there, no matter how fully its faults are disclosed in the prospectus. Recently, however, NSMIA added a new Section 18 to the '33 Act which preempts blue sky law merit review of certain kinds of offerings. This video is targeted to blind users. Attribution: Article text available under CC-BY-SA Creative Commons image source in video
Views: 9449 Audiopedia
Securities Act of 1933
 
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Video Software we use: https://amzn.to/2KpdCQF Ad-free videos. You can support us by purchasing something through our Amazon-Url, thanks :) The United States Congress enacted the Securities Act of 1933 , in the aftermath of the stock market crash of 1929 and during the ensuing Great Depression.Legislated pursuant to the interstate commerce clause of the Constitution, it requires that any offer or sale of securities using the means and instrumentalities of interstate commerce be registered with the SEC pursuant to the 1933 Act, unless an exemption from registration exists under the law."Means and instrumentalities of interstate commerce" is extremely broad, and it is virtually impossible to avoid the operation of this statute by attempting to offer or sell a security without using an "instrumentality" of interstate commerce.Any use of a telephone, for example, or the mails, would probably be enough to subject the transaction to the statute. ---Image-Copyright-and-Permission--- About the author(s): U.S. Government License: Public domain ---Image-Copyright-and-Permission--- This channel is dedicated to make Wikipedia, one of the biggest knowledge databases in the world available to people with limited vision. Article available under a Creative Commons license Image source in video
Views: 1083 WikiWikiup
What's a Security? (vs a Utility token)
 
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An overview of Securities, as I understand the topic. Covers the SEC Chairman Jay Clayton's comments to the Senate, Security Act of 1933, the Howey Test, and Private Placements or Regulation D. Let me know if anything is missing or misrepresented. I'm not a lawyer. This is not financial or legal advice. Presentation slides: https://docs.google.com/presentation/d/1uH1M1_vJgbOQ8jtFNIs7RwyZhYBrO612-bMm9A8EGIY/edit?usp=sharing =========================== #sellout Ledger Nano S is the hardware wallet I use and recommend: https://ledgerwallet.com/r/c241 Recommended Exchanges - Coinbase: http://coinbase.com/join/59ebf3c17be1... - Binance: https://www.binance.com/?ref=15811261 Twitch: https://www.twitch.tv/HardlyDifficult Twitter: http://twitter.com/HardlyDifficult BTC tips: 39snHpp9jDgs9BP5eY7v8y43GgtBxuuFxd ETH tips: 0x7A23608a8eBe71868013BDA0d900351A83bb4Dc2
Views: 2226 Hardly Difficult
Regulation S-K Concept Release
 
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Regulation S-K Concept Release- Today is the continuation in a Lawcast series discussing SEC disclosure requirements. On April 15, 2016, the SEC issued a 341-page concept release and request for public comment on sweeping changes to certain business and financial disclosure requirements in Regulation S-K. The Reg S-K Concept Release is part of the SEC Disclosure Effectiveness Initiative mandated by the JOBS Act. The Reg S-K Concept Release is not a rulemaking release but rather provides an indepth discussion of the history and reasons behind Reg S-K and its various provisions and then seeks public input and comment both in general and on specific matters. The Release also drills down on parts of the 100, 200, 300, 500 and 700 series of Regulation S-K rules and provides suggested changes, again seeking public input and comment. Over the next few Lawcasts, I will discuss the Concept Release. The fundamental tenet of the federal securities laws is defined by one word: disclosure. In fact, the SEC neither reviews nor opines on the merits of any company or transaction, but only upon the appropriate disclosure, including risks, made by that company. Regulation S-K, as amended over the years, was adopted as part of a uniform disclosure initiative to provide a single regulatory source related to non-financial statement disclosures and information required to be included in registration statements and reports filed under the Securities Exchange Act of 1934 and the Securities Act of 1933. A public company with a class of securities registered under either Section 12 or which is subject to Section 15(d) of the Exchange Act must file reports with the SEC. The underlying basis of these Reporting Requirements is to keep shareholders and the markets informed on a regular basis in a transparent manner. Reports filed with the SEC can be viewed by the public on the SEC EDGAR website. The required reports include an annual Form 10-K, quarterly Form 10Q’s and current periodic Form 8-K, as well as proxy reports and certain shareholder and affiliate reporting requirements. A Section 12 registration statement, including a Form 10 or Form 8-A, may be filed voluntarily or per statutory requirement if the issuer’s securities are held by either (i) 2,000 persons or (ii) 500 persons who are not accredited investors and where the issuer’s total assets exceed $10 million. In addition, companies that file a registration statement under the Securities Act, such as a Form S-1, become subject to Reporting Requirement; however, such obligation becomes voluntary in any fiscal year at the beginning of which the company has fewer than 300 shareholders and less than $10 Million in asset. A reporting company also has record-keeping requirements, must implement internal accounting controls and is subject to the Sarbanes-Oxley Act of 2002, including the CEO/CFO certification requirements. Under the CEO/CFO certification requirement, the CEO and CFO must personally certify the content of the reports filed with the SEC and the procedures established by the issuer to report disclosures and prepare financial statements. Laura Anthony, Esq. Founding Partner Legal & Compliance LLC. 330 Clematis Street, Ste. 217 West Palm Beach, FL 33401 Phone: Toll Free: (800) 341-2684 FREE Local: (561) 514-0936 Email: [email protected] #LawCast
Securities Act of 1933
 
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http://thebusinessprofessor.com/securities-act-of-1933/ Securities Act of 1933
Views: 1138 Jason Mance Gordon
Overview of Rules 506b and 506c
 
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http://www.theppmattorney.com - SEC Rules 506b and 506c - Securities attorney Darin Mangum (thePPMattorney.com) discusses the differences between Rules 506b and 506c when it comes to raising capital under the Securities Act of 1933. With over 18 years of experience in writing custom private placement memorandums, and being an entrepreneur himself, Darin has the unique perspective of what it takes to achieve success with your regulation D offering. Get in touch today for a free consultation. If you are looking for a custom crafted private placement memorandum or would like your PPM to be reviewed, please feel free to contact Darin directly as listed below. Darin offers a no cost or obligation consultation about your PPM offering / business venture. Thanks for watching and subscribing! :-) Phone: (281) 203-0194 E-mail: [email protected] Website: ThePPMAttorney.com FOR GENERAL INFORMATION ONLY. NOT TO BE CONSTRUED AS LEGAL ADVICE. I'M NOT YOUR ATTORNEY UNLESS A DULY EXECUTED ENGAGEMENT LETTER EXISTS BETWEEN US. (c) 2017 DARIN H. MANGUM PLLC.
Views: 626 Darin Mangum
The DPO Process
 
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Securities LawCast©- Legal & Compliance, LLC- The Direct Public Offering Process Including Form S-1 Registration Statement Requirements. The DPO Process. One of the methods of going public is directly through a public offering. In today’s financial environment, many Issuers are choosing to self-underwrite their public offerings, commonly referred to as a Direct Public Offering (DPO). Management of companies considering a going public transaction have a desire to understand the required disclosures and content of a registration statement. This blog provides that information. Pursuant to Section 5 of the Securities Act of 1933, as amended (“Securities Act”), it is unlawful to “offer” or “sell” securities without a valid effective registration statement unless an exemption is available. Companies desiring to offer and sell securities to the public with the intention of creating a public market or going public must file with the SEC and provide prospective investors with a registration statement containing all material information concerning the company and the securities offered. Currently all domestic Issuers must use either form S-1 or S-3. Form S-3 is limited to larger filers with a minimum of $75 million in annual revenues, among other requirements. All other Issuers must use form S-1. The DPO Regulated Time Periods There are generally three regulated time periods in a DPO: (i) the pre-filing period, which begins when the Issuer decides to proceed with an offering. During this period, counsel prepares the registration statement and prospectus. (ii) the waiting or “quiet period,” which is the time from the filing of the registration statement until it is declared effective. During this time the Issuer can engage in limited marketing (offers only) of the offering through the use of the filed registration statement, which must clearly indicate that it is not the final document (often referred to as a “red herring”). (iii) the post-effective period, in which the registration statement is effective and the Issuer can proceed with sales of the securities registered. In addition to disclosure and regulations related to the offering during all three periods, marketing and public communications of the Issuer are restricted. See the section “Restrictions on Communications Related to DPO’s” below. The S-1 In General There are four primary regulations governing the preparation and filing of Form S-1: (i) Regulation C – contains the general requirements for preparing and filing the Form S-1, including within Regulation Care regulations and procedures related to (a) the treatment of confidential information; (b) amending a registration statement prior to effectiveness; (c) procedures to file a post-effective amendment; and (d) the “plain English” rule. (ii) Regulation S-T – requires that all registration statements, exhibits and documents be electronically filed through the SEC’s EDGAR system. (iv) Regulation S-K – sets forth, in detail, all the disclosure requirements for all the sections of the S-1. Regulation S-K is the who, what, where, when and how requirements to complete the S-1. (v) Regulation S-X – sets forth the requirements with respect to the form and content of financial statements to be filed with the SEC. Regulation S-X includes general rules applicable to the preparation of all financial statements and specific rules pertaining to particular industries and types of businesses. Laura Anthony, Esq. Founding Partner Legal & Compliance LLC. 330 Clematis Street, Ste. 217 West Palm Beach, FL 33401 Phone: Toll Free: (800) 341-2684 FREE Local: (561) 514-0936 Email: [email protected] #LawCast
The Quadrant Biosciences Story
 
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Important Disclosure: The Quadrant security token offering will be open only to (i) "accredited investors" (as defined in Rule 501 of Regulation D under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and (ii) outside the United States to persons other than "U.S. persons” (as defined in Regulation S under the Securities Act). This security token offering is being conducted pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 506(c) of Regulation D. For more information, visit www.quadranttoken.com.
Form 1-A Filing
 
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LawCast; Attorney Laura Anthony Talks Form 1-A Filing- In a Regulation A+ offering, companies can use “test-the-waters” solicitation materials both before and after the initial filing of the Form 1-A registration statement. After the filing of the Form 1-A, the test the waters materials must include a link to the Form 1-A filing itself on the EDGAR database. Solicitation material used before qualification of the Form 1-A must contain a legend stating that no money or consideration is being solicited and none will be accepted, no offer to buy securities can be accepted and any offer can be withdrawn before qualification, and a person’s indication of interest does not create a commitment to purchase securities. Generally a test-the-waters legend appears on the bottom of a webpage or on the first page of a PowerPoint or other investor deck. An example of a disclosure utilized prior to the filing of a Form 1-A would be: No money or other consideration is being solicited for our Regulation A+ offering at this time and if sent in to Acme, Inc. will not be accepted. No offer to buy securities in a Regulation A+ offering of Acme can be accepted and no part of the purchase price can be received until Acme’s offering statement is qualified with the SEC. Any such offer to buy securities may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance given after the qualification date. Any indications of interest in Acme’s offering involves no obligation or commitment of any kind. In addition to the above pre-filing disclosure, I often see and use an added disclosure similar to the following: Acme Inc. is testing the waters under Regulation A of the Securities Act of 1933, as amended. This process allows companies to determine whether there may be interest in an eventual offering of its securities. Acme is not under any obligation to make an offering under Regulation A. Acme may choose to make an offering to some, but not all, of the people who indicate an interest in investing, and that offering may not be made under Regulation A. For example, Acme may determine to proceed with an offering under Rule 506(c) of Regulation D, in which case we will only offer our securities to accredited investors as defined by Rule 501(a) of Regulation D. If Acme does go ahead with an offering under Regulation A, it will only be able to make sales after it has filed an offering statement with the Securities and Exchange Commission (“SEC”) and only after the SEC has qualified such offering statement. The information in the offering statement will be more complete than the test-the-waters materials and could differ in important ways. You must read the offering statement filed with the SEC. #LawCast
Securities Act Of 1933
 
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An Easy Overview Of The Securities Act Of 1933
Views: 4832 Christopher Hunt
What Is Regulation D?
 
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It also limits the number of preauthorized withdrawals and transfers from a savings account or money market 2 dec 2009 under securities act 1933, any offer to sell must either be registered with sec meet an exemption. Regulation d fee disclosure rtp federal credit union. Regulation d (frb) wikipediaregulation offerings. United states what is the purpose of 'regulation d' personal regulation d? Pine tree community credit union. Reg d is a federal regulation that limits the number and type of withdrawals from savings, additional savings or money market places monthly limit on transfers you may make your share accounts (mmas) d1regulation imposes reserve requirements certain deposits other liabilities depository 28 dec 2016 this description should not be interpreted as comprehensive statement. What is regulation d? Workers credit union. What is regulation d? Navy army ccufrb d compliance guide. Regulation d is outdated debit versus credit. Googleusercontent search. Regulation d places a monthly limit on the number of transactions you may make from your savings accounts regulation applies to all financial institutions. What is regulation d elevations credit union. What is regulation d lbsfcucredit union of denver. Regulation d (frb) wikipedia regulation wikipedia en. Regulation d is a federal regulation which places certain limits on the number of transfers or withdrawals members can make what d? Click here for information this government that affects your savings accounts. Rather, it is intended to give a broad overview of the 19 feb 2015 i received notice in mail saying that recently exceeded federal regulation d withdrawal limit on my savings account. Regulation d places a monthly limit on the number of transactions you may make from your savings accounts what is regulation (reg d)? . What is regulation d? Regulation d ( reg ) a federal law that limits the number of transfers and withdrawals you can i decided to do some research after this fiasco learn more about has caused me so much grief. Regulation d reg investopedia. 204, regulation d) is a federal reserve regulation which sets out reserve requirements for banks in the united states. Regulation d withdrawal limit and how does it aff regulation ( reg ) faqs. Reg d allows usually smaller companies to raise capital through the sale of equity or debt securities without having register their with sec regulation applies all financial institutions. Savings accounts are not factored into that regulation d. Under regulation d (reg d) is a federal law that limits the number of transfers and withdrawals you can make from an interest bearing account (regular savings. It's called regulation d and it can the credit union is required to follow regulations set forth by federal reserve bank. Regulation d governs the amount of reserves that a financial institution regulation helps regulate money has on hand at any particular time. Faqs accessing your 10 aug 2016 regulation d is a federal that limits the num
Rule 144
 
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Rule 144- Rule 144 sets forth certain requirements for the use of Section 4(1) for the resale of securities. Section 4(1) of the Securities Act provides an exemption for a transaction “by a person other than an issuer, underwriter, or dealer.” The terms “Issuer” and “dealer” have pretty straightforward meanings under the Securities Act, but the term “underwriter” does not. Rule 144 provides a safe harbor from the definition of “underwriter.” If all the requirements for Rule 144 are met, the seller will not be deemed an underwriter and the purchaser will receive unrestricted securities. Although not set out in the statute, all transfer agents and Issuers, along with most clearing and brokerage firms, require an opinion of counsel as to the application of Rule 144 prior to removing the legend from securities and allowing their sale under Rule 144. The opinion letter must set forth that the facts regarding that Issuer, particular stock and selling shareholder comply with the requirements under Rule 144. Rule 144 only addresses the resale of restricted or control securities, not unrestricted securities or sales directly by an Issuer. Unrestricted securities (such as securities that have been registered under the Securities Act) may be sold without reference or regard to the Rule. Control securities are those securities held by an affiliate of the issuing company, and restricted securities are securities acquired in unregistered, private sales from the issuing company or from an affiliate of the Issuer. Rule 144 provides certain conditions that must be met for sales by both affiliates and non-affiliates which conditions vary depending on whether the Issuer of the securities is a reporting or non-reporting Issuer. The following chart summarizes the Rule 144 requirements... Laura Anthony, Esq. Founding Partner Legal & Compliance LLC. 330 Clematis Street, Ste. 217 West Palm Beach, FL 33401 Phone: Toll Free: (800) 341-2684 FREE Local: (561) 514-0936 Email: [email protected] #LawCast
Rule 506 SEC, Rule 506 reg d and 506 Regulation D
 
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http://princetoncorporatesolutions.com/turnkey_publicity_marketing/?p=1204 Rule 506 SEC, Rule 506 reg d and 506 Regulation D and much more in this Free downloadable eBook from Princeton Corporate Solutions
Views: 557 photosandgeothermal
New Guidelines Under Reg D of the JOBS Act
 
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In this video interview, New York Corporate partner Walter Van Dorn examines the US Securities and Exchange Commission's (SEC) adoption of the final rules implementing Section 201(a) of the Jumpstart Our Business Startups (JOBS) Act to eliminate the prohibition against general solicitation and advertising in offerings exempt from registration pursuant to Rule 506 and Rule 144A under the Securities Act of 1933. The video addresses: • The SEC's new rules for private placements under the JOBS Act; • The conditions established by the new rules for general solicitation and advertising; • The opportunities available to public and private companies; and • The impact of the rules on non-US companies.
Views: 229 Dentons
Rule 504 Securities Exemption
 
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http://thebusinessprofessor.com/rule-504-securities-exemption/ Rule 504 Securities Exemption
Views: 417 Jason Mance Gordon
Form S-1 Filing
 
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Form S-1 Filing- One of the methods of going public is directly through a public offering. In today’s financial environment, many Issuers are choosing to self-underwrite their public offerings, commonly referred to as a Direct Public Offering (DPO). Management of companies considering a going public transaction have a desire to understand the required disclosures and content of a registration statement. This blog provides that information. Pursuant to Section 5 of the Securities Act of 1933, as amended (“Securities Act”), it is unlawful to “offer” or “sell” securities without a valid effective registration statement unless an exemption is available. Companies desiring to offer and sell securities to the public with the intention of creating a public market or going public must file with the SEC and provide prospective investors with a registration statement containing all material information concerning the company and the securities offered. Currently all domestic Issuers must use either form S-1 or S-3. Form S-3 is limited to larger filers with a minimum of $75 million in annual revenues, among other requirements. All other Issuers must use form S-1. The DPO Regulated Time Periods There are generally three regulated time periods in a DPO: (i) the pre-filing period, which begins when the Issuer decides to proceed with an offering. During this period, counsel prepares the registration statement and prospectus. (ii) the waiting or “quiet period,” which is the time from the filing of the registration statement until it is declared effective. During this time the Issuer can engage in limited marketing (offers only) of the offering through the use of the filed registration statement, which must clearly indicate that it is not the final document (often referred to as a “red herring”). (iii) the post-effective period, in which the registration statement is effective and the Issuer can proceed with sales of the securities registered. In addition to disclosure and regulations related to the offering during all three periods, marketing and public communications of the Issuer are restricted. See the section “Restrictions on Communications Related to DPO’s” below. The S-1 In General There are four primary regulations governing the preparation and filing of Form S-1: (i) Regulation C – contains the general requirements for preparing and filing the Form S-1, including within Regulation Care regulations and procedures related to (a) the treatment of confidential information; (b) amending a registration statement prior to effectiveness; (c) procedures to file a post-effective amendment; and (d) the “plain English” rule. (ii) Regulation S-T – requires that all registration statements, exhibits and documents be electronically filed through the SEC’s EDGAR system. (iv) Regulation S-K – sets forth, in detail, all the disclosure requirements for all the sections of the S-1. Regulation S-K is the who, what, where, when and how requirements to complete the S-1. (v) Regulation S-X – sets forth the requirements with respect to the form and content of financial statements to be filed with the SEC. Regulation S-X includes general rules applicable to the preparation of all financial statements and specific rules pertaining to particular industries and types of businesses. Form S-1 Filing. Laura Anthony, Esq. Founding Partner Legal & Compliance LLC. 330 Clematis Street, Ste. 217 West Palm Beach, FL 33401 Phone: Toll Free: (800) 341-2684 FREE Local: (561) 514-0936 Email: [email protected] #LawCast
What Is Regulation A?
 
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The sec has recently amended regulation a in order to create new exemption from registration under the securities act, as mandated by jumpstart our business startups (jobs) enhance ability of smaller companies raise money 1 nov 2016 offerings have outpaced past rate activity2016, prospective issuers publicly filed offering united states act 1933, any offer sell must either be registered with and exchange (or reg ) is way capital created commission (sec). What is regulation a? Definition and meaning investor words. The regulation a exemption accountingtools. Govwhat is regulation a? What a? 360 sports, inc what Locavesting. A primer on sec regulation a what is reg ? Regulation now everyone can invest in your startup forbes. Regulations are enforced usually by a regulation. It's a new kind of 'ipo lite' that could be 3 jan 2017 regulation is simply legal process allowing companies to file registration statement with the sec in turn can used sell debt or law rule based on and meant carry out specific piece legislation (such as for protection environment). Regulation a is one of the sec's least used exemptions from full 7 sep 2016 new reg amendments to regulation equity crowdfunding rules allow up $50m capital raising under jobs act primer on sec nickname for a, as amended by in march 2015. Reg a of title iv the jobs act is type offering which allows private companies to raise up $50 million from public. Effective march 25, 2015, sec rules allow what is regulation a ? . New reg a equity crowdfunding rules fix regulation. What is title iv regulation a crowdfunder bloga offering. Regulation a, ipo, jobs act regulation a ipo or the mini ipo; Remarkably effective and what is regulation? Definition meaning businessdictionary legal definition of. Like an 25 mar 2015 which regulation d (which includes rule 506) provides for private offerings. This approach is used when a. A rule of order having the force law, prescribed by a superior or competent authority, relating to actions those under authority's control definition regulation an sec that governs offerings $1500000 less, which qualify for simplified registration 13 may 2017 allows limited amount fund raising in exchange reduced reporting requirements. Regulation a investopedia regulation investopedia terms r regulationa. Gov regulation a what do we know so far? Sec. Jurisdictions with the new regulation a, sec is creating an intermediate capital formation step on road to going public. Regulation a is exemption from registration requirements instituted by the securities act that apply to public offerings of do not exceed $5 million in any one year period 8 jul 2015 investor bulletin regulation. Regulation a investopediasec. Reg a has 20 jun 2015 on june 19, 2015, the securities and exchange commission's (sec) recently adopted rule amendments to regulation under 19 for past 80 years only accredited investors, meaning individuals who make over $200000 in income or have $1 million assets what steps do i n
Monarch Token: The Complete Payment Solution
 
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https://MonarchToken.io Download the Latest Mobile and Desktop Application here: https://monarchtoken.io/#download https://t.me/MonarchToken This video is for informational purposes only and does not constitute an offer or solicitation to invest in tokens nor does it constitute an offer or solicitation to sell tokens or any other securities of Monarch Blockchain Corporation. Any such offer or solicitation would be made only by means of a private placement memorandum or other offering materials and in accordance with the terms of all applicable securities and other laws. The offer of tokens will be made within the United States, only to investors who (i) qualify as accredited investors as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) have been verified as accredited investors, as so defined, pursuant to Rule 506(c) of Regulation D under the Securities Act. A concurrent offering may be conducted outside of the United States, pursuant to Regulation S under the Securities Act, to investors who are not U.S. persons, as defined therein. Neither tokens nor any other securities of Monarch Blockchain Corporation have been registered or qualified for sale in the United States or in any other jurisdiction. Any distribution of tokens or other securities of Monarch Blockchain Corporation in the United States will be made only on a private placement basis exempt from the requirement that Monarch Blockchain Corporation prepare and file a prospectus with the applicable securities regulatory authorities. Accordingly, transfers of those securities will be restricted and must comply with applicable law. Monarch Blockchain Corporation is not a reporting issuer in the United States and its securities are not listed on any stock exchange in the United States, and there is currently no public market for the securities in the United States. Monarch Blockchain Corporation currently has no intention of becoming a reporting issuer in the United States, filing a prospectus with any securities regulatory authority in the United States to qualify the resale of the securities to the public, or listing its securities on any stock exchange in the United States. 🚀Want to join the Cryptosomniac Advantage? https://www.cryptosomniac.com/advantage ☄️ICO Announcement Thread: https://t.me/cryptosomniacico 💥ICO Discussion Group: https://t.me/cryptosomniacicochat 🤑 Head over to the NUMBER 1 site in Cryptocurrency: https://www.cryptosomniac.com/ ☝️ My newest favorite exchange. Sign up on Binance today! Bittrex is no longer accepting new registrations: https://www.binance.com/?ref=10052009 ☝️My 2nd favorite exchange! Has a lot of coins that Binance doesn't! https://www.kucoin.com/#/signup?r=1gNs4 😃 Please Remember To Like & Subscribe! https://goo.gl/de1648 👍 Thank You Very Much For Watching! 💰 Learn How To Get Started In Cryptocurrency and Join The New Economic Movement Today! https://www.udemy.com/cryptosomniac/?couponCode=YOUTUBE 🤘Schedule A 1-On-1 Session With Me, Money Back Guarantee! Screen Sharing, Portfolio Management, Technical Assistance. https://goo.gl/Cs59ZC 🚩Join Cryptosomniac's (Where The Rich Never Sleep) Group! https://business.facebook.com/Cryptosomniac-959746107498411/?ref=your_pages 📈Follow my technical analysis over at Trading View: https://www.tradingview.com/u/Cryptosomniac/ ►You'll receive $10 in free bitcoin by signing up with this link: https://www.coinbase.com/join/59b350d7e2989500f4ebc455 🔑__A MUST HAVE__ ►Ledger Nano S (Bitcoin+Ethereum+More Hardware Wallet): https://goo.gl/V51CQR ►Hardware Wallet Superstore (5$ Off) https://goo.gl/Bhp3EA 💻FOLLOW ME HERE: ►Instagram: https://goo.gl/quDxhd ►Twitter: https://goo.gl/m3FXnm ►Steemit https://goo.gl/NKrzaD
Views: 477 Cryptosomniac
What is PRIVATE PLACEMENT? What does PRIVATE PLACEMENT mean? PRIVATE PLACEMENT meaning
 
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What is PRIVATE PLACEMENT? What does PRIVATE PLACEMENT mean? PRIVATE PLACEMENT meaning - PRIVATE PLACEMENT definition - PRIVATE PLACEMENT explanation. Source: Wikipedia.org article, adapted under https://creativecommons.org/licenses/by-sa/3.0/ license. SUBSCRIBE to our Google Earth flights channel - https://www.youtube.com/channel/UC6UuCPh7GrXznZi0Hz2YQnQ Private placement (or non-public offering) is a funding round of securities which are sold not through a public offering, but rather through a private offering, mostly to a small number of chosen investors. PIPE (Private Investment in Public Equity) deals are one type of private placement. SEDA (Standby Equity Distribution Agreement) is also a form of private placement. They are often a cheaper source of capital than a public offering. Although these placements are subject to the Securities Act of 1933, the securities offered do not have to be registered with the Securities and Exchange Commission if the issuance of the securities conforms to an exemption from registrations as set forth in the Securities Act of 1933 and SEC rules promulgated thereunder. Most private placements are offered under the Rules known as Regulation D. Different rules under Regulation D provide stipulations for offering a Private Placement, such as required financial criteria for investors or solicitation allowances. Private placements may typically consist of offers of common stock or preferred stock or other forms of membership interests, warrants or promissory notes (including convertible promissory notes), bonds, and purchasers are often institutional investors such as banks, insurance companies or pension funds. Common exemptions from the Securities Act of 1933 allow an unlimited number of accredited investors to purchase securities in an offering. Generally, accredited investors are those with a net worth in excess of $1 million or annual income exceeding $200,000 or $300,000 combined with a spouse. Under these exemptions, no more than 35 non-accredited investors may participate in a private placement. In most cases, all investors must have sufficient financial knowledge and experience to be capable of evaluating the risks and merits of investing in a company.
Views: 136 The Audiopedia
Major Federal Securities Laws
 
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http://thebusinessprofessor.com/major-federal-securities-laws/ Major Federal Securities Laws
Views: 179 Jason Mance Gordon
Series 24 - Investment Banking: Exempt Offerings and Transactions
 
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This video is taken from our Series 24 Video Lecture (https://solomonexamprep.com/series24/online-video-lecture). Topics covered in this video: 1933 Act, Regulation A+, Regulation D, Private Placements, Finders, Regulation S, Rule 144, and more. The full Video Lecture can be purchased online and is included as part of our Series 24 Total Study Package: https://solomonexamprep.com/series24/
Views: 3587 Solomon Exam Prep
Regulation A and Blue Sky Registration
 
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Regulation A and Blue Sky Registration- The original Regulation A was adopted in the 1960s as a sort of short-form registration process with the SEC. However, since Regulation A still required a lengthy and expensive state review and qualification process, known as “blue sky registration,” over the years it was used less and less until it was barely used at all. Literally years would go by with only a small handful, if any, Regulation A filings; however, the law remained on the books and the authors and advocates behind the JOBS Act saw potential to use Regulation A to democratize the IPO process by implementing some changes. Without going down a rabbit hole on “blue sky laws” from a high level, in addition to the federal government, every state has its own set of securities laws and securities regulators. Unless the federal law specifically “pre-empts” or overrules state law, every offer and sale of securities must comply with both the federal and the state law. There are 54 U.S. jurisdictions, including all 50 states and 4 territories, each with separate and different securities laws. Even in states that have identical statutes, the state’s interpretations or focus under the statutes differs greatly. On top of that, each state has a filing fee and a review process that takes time to deal with. It’s difficult, time-consuming and expensive. Title IV of the JOBS Act that was signed into law on April 5, 2012, set out the framework for the new Regulation A and required the SEC to adopt specific rules to implement the new provisions, which it did. The new rules came into effect on June 19, 2015. New Regulation A, which is often referred to as Regulation A+, has a path to pre-empt state law, and allows for unlimited marketing – as long as certain disclaimers are used, and of course, subject to antifraud laws – you have to be truthful. As with all of the provisions in the JOBS Act, Regulation A+ was created to provide a less expensive and easier method for smaller companies to access capital. One of the biggest impediments to reaching potential investors has always been strict prohibitions against marketing offerings – whether the offerings were registered with the SEC or under a private placement. Historically, companies wishing to sell securities could only contact people they know and have a business relationship with – which was a small group for anyone. Even the marketing of non-Regulation A registered offerings and IPO’s have been strictly limited. The use of a broker-dealer would be helpful because a company could then access that broker’s client base and contacts, but broker-dealers are not always interested in helping smaller companies raise money. The JOBS Act made the most dramatic changes to the landscape for the marketing and selling of both private and public offerings since the enactment of the Securities Act of 1933, one of which is the overhaul of Regulation A. In essence, new Regulation A has given companies a mechanism and tools to empower them to reach out to the masses in completing an IPO and has concurrently put protections in place to prevent an abuse of the process.
General Solicitation - How to Raise Money with a Blimp or Mail Chimp
 
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As of September 23, 2013, the securities rules regarding general solicitation in connection with the sale of securities have changed. Under the new Rule 506 under Regulation D of the Securities Act of 1933, companies may now use "general solicitation" to advertise their securities. But, beware - companies that choose to use general solicitation must only sell securities to accredited investors and they must make sure they take certain steps ahead of time to comply with the new laws. Check out my video below for more information about the new general solicitation rules and the steps companies must take before using general solicitation to raise money. Have a question about launching a business that you want answered? Comment or ask us on Twitter. Carlos’s Twitter: ‪ https://twitter.com/CarlosHeredia Email Your Questions: [email protected] Don’t Miss An Episode! Subscribe: ‪ https://www.youtube.com/user/YourGreatBusiness/feed If you enjoyed this video, sign up for your free weekly startup advice at http://yourgreatbusiness.com. About Carlos: Over the past 20 years, Carlos has worked with over 1,000 companies in various industry segments, including consumer products, retail, software, biotech and e-commerce. In 2007, he co-founded California Counsel Group, Inc., a business law firm located in San Diego, California, as an innovative and cost-effective alternative for small businesses and private companies. He is a graduate of the Stanford Graduate School of Business (MBA) and Stanford Law School (JD).
Views: 280 YourGreatBusiness
The Federal Securities Act of 1933- American History
 
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My video about the Federal Securities Act (FSA) for American History Class.
Views: 224 Jimmy Squeek
Disclosure Requirements of Regulation D
 
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http://thebusinessprofessor.com/disclosure-requirements-of-regulation-d/ Disclosure Requirements of Regulation D
Views: 161 Jason Mance Gordon
What is an accredited investor?
 
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The Securities Act of 1933 requires all companies that sell or offer securities to register them with the Security and Exchange Commission (SEC) or find an exemption from the registration requirements. One exemption is outlined in rules 505 and 506 of Regulation D which allows a company to sell securities to accredited investors. An accredited investor is a sophisticated investor who has the financial resources and ability to absorb a substantial financial loss after an unsuccessful investment venture. There are 8 types of accredited investors which include: 1. Banks, insurance companies, registered investment and business development companies. 2. An employee benefit plan that is compliant with the Employee Retirement Income Security Act and has assets in excess of $5 million dollars or is managed by a bank, insurance company or registered investment adviser. 3. A charitable organization, corporation, or partnership that possesses assets exceeding $5 million dollars. 4. A director, executive officer, or general partner of the company that is selling the securities. 5. A business in which all equity owners are accredited investors. 6. A person who has an individual income of at least $200,000 or a net worth of at least $1 million dollars. 7. A married couple who have a combined income of at least $300,000 or a net worth of at least $1 million. 8. And finally a trust that possesses assets in excess of $5 million. If you’re looking for accredited investor leads please contact Syndicate Leads to find out about our latest leads and lists. We are a lead generator that produces fresh leads daily and offer customizable lists that can be tailor to fit sales campaigns from a wide range of industries. To learn more about our services please contact one of our sales reps at (877) 306-1952 or visit www.syndicateleads.com.
Raising Capital 101 Video 8 -Understanding the Securities Laws Part 2
 
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http://www.EntrepreneurshipLawFirm.com Knowing the securities laws is essential to avoiding liability when raising capital. This video Regulation D, Rules 504 and 506 private placements for the early stage high growth company looking to raise capital through the sale of stock and other securities in a private placement transaction. This is provided as general information. Viewing this video does not create an attorney-client relationship and should not be relied upon as professional advice.
Views: 652 Ed Alexander
Filing A Form S-1
 
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Filing A Form S-1- One of the methods of going public is directly through a public offering. In today’s financial environment, many Issuers are choosing to self-underwrite their public offerings, commonly referred to as a Direct Public Offering (DPO). Management of companies considering a going public transaction have a desire to understand the required disclosures and content of a registration statement. This blog provides that information. Pursuant to Section 5 of the Securities Act of 1933, as amended (“Securities Act”), it is unlawful to “offer” or “sell” securities without a valid effective registration statement unless an exemption is available. Companies desiring to offer and sell securities to the public with the intention of creating a public market or going public must file with the SEC and provide prospective investors with a registration statement containing all material information concerning the company and the securities offered. Currently all domestic Issuers must use either form S-1 or S-3. Form S-3 is limited to larger filers with a minimum of $75 million in annual revenues, among other requirements. All other Issuers must use form S-1. The DPO Regulated Time Periods There are generally three regulated time periods in a DPO: (i) the pre-filing period, which begins when the Issuer decides to proceed with an offering. During this period, counsel prepares the registration statement and prospectus. (ii) the waiting or “quiet period,” which is the time from the filing of the registration statement until it is declared effective. During this time the Issuer can engage in limited marketing (offers only) of the offering through the use of the filed registration statement, which must clearly indicate that it is not the final document (often referred to as a “red herring”). (iii) the post-effective period, in which the registration statement is effective and the Issuer can proceed with sales of the securities registered. In addition to disclosure and regulations related to the offering during all three periods, marketing and public communications of the Issuer are restricted. See the section “Restrictions on Communications Related to DPO’s” below. The S-1 In General There are four primary regulations governing the preparation and filing of Form S-1: (i) Regulation C – contains the general requirements for preparing and filing the Form S-1, including within Regulation Care regulations and procedures related to (a) the treatment of confidential information; (b) amending a registration statement prior to effectiveness; (c) procedures to file a post-effective amendment; and (d) the “plain English” rule. (ii) Regulation S-T – requires that all registration statements, exhibits and documents be electronically filed through the SEC’s EDGAR system. (iv) Regulation S-K – sets forth, in detail, all the disclosure requirements for all the sections of the S-1. Regulation S-K is the who, what, where, when and how requirements to complete the S-1. (v) Regulation S-X – sets forth the requirements with respect to the form and content of financial statements to be filed with the SEC. Regulation S-X includes general rules applicable to the preparation of all financial statements and specific rules pertaining to particular industries and types of businesses. #LawCast
Is Regulation A a Private or Public Offering?
 
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Is Regulation A a Private or Public Offering?- A question that the SEC and practitioners continue to discuss is whether Regulation A is a private or public offering? The legal nuance that Regulation A is an “exempt” offering under Section 5 has caused confusion and the need for careful thought by practitioners and the SEC staff alike. So far, it appears that Regulation A is treated as a public offering in almost all respects except as related to the applicability of Securities Act Section 11 liability. Section 11 of the Securities Act provides a private cause of action in favor of purchasers of securities, against those involved in filing a false or misleading public offering registration statement. Any purchaser of securities, regardless of whether they bought directly from the company or secondarily in the aftermarket, can sue a company, its underwriters, and experts for damages where a false or misleading registration statement had been filed related to those securities. Regulation A is not considered a public offering for purposes of Section 11 liability. Securities Act Section 12, which provides a private cause of action by a purchaser of securities directly against the seller of those securities, specifically imposes liability on any person offering or selling securities under Regulation A. The general antifraud provisions under Section 17 of the Securities Act, which apply to private and public offerings, also applies to Regulation A. When considering integration, the SEC has now confirmed that a Regulation A offering can rely on Rule 152 such that a completed exempt offering, such as under Rule 506(b), will not integrate with a subsequent Regulation A filing. Under Rule 152, a securities transaction that at the time involves a private offering will not lose that status even if the company subsequently makes a public offering. The SEC has also issued guidance that Rule 152 applies to prevent integration between a completed 506(b) offering and a subsequent 506(c) offering, indicating that the important factor in the Rule 152 analysis is the ability to publicly solicit regardless of the filing of a registration statement. However, in a nod to its technical exempt status, as mentioned in a prior Lawcast in this series, Item 6 of Part I of a Regulation A Form 1-A, which requires disclosure of unregistered securities issued or sold within the prior year, must include a disclosure of all securities issued or sold pursuant to Regulation A in the prior year. On the other hand, Regulation A is definitely used as a going public transaction and, as such, is very much a public offering. A recent SEC white paper refers to regulation A as a mini IPO. Securities sold in a Regulation A offering are not restricted and therefore are available to be used to create a secondary market and trade such as on the OTC Markets or a national exchange. Tier 2 issuers that have used the S-1 format for their Form 1-A filing are permitted to file a Form 8-A to register under the Exchange Act and become subject to its reporting requirements. A Form 8-A is a simple registration form used instead of a Form 10 for companies that have already filed the substantive Form 10 information with the SEC. Upon filing a Form 8-A, the company will become subject to the full Exchange Act reporting obligations which is a pre-requisite to making application to trade on a national exchange. #LegalAndComplianceLLC
Monarch Token
 
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A Monarch’s Tale is a simple, straightforward explanation of how the Monarch platform will make cryptocurrency fun and easy for everyone! Learning how to buy and sell cryptocurrency has been too difficult for too long. Well, no more! Monarch is here! We’re making an app so easy that even grandma can figure it out! We want you to rule your financial kingdom like the kings and queens you are. To learn more about how Monarch can make your life easier, check out the links below! Read the White Paper: http://monarchtoken.io/f2eec65f2e9f1f056e29603ba5b96110.pdf Visit our website to get Whitelisted (to participate in the Token Sale): http://monarchtoken.io/ Rule Your Financial Kingdom. This document is for informational purposes only and does not constitute an offer or solicitation to invest in tokens nor does it constitute an offer or solicitation to sell tokens or any other securities of Monarch Blockchain Corporation. Any such offer or solicitation would be made only by means of a private placement memorandum or other offering materials and in accordance with the terms of all applicable securities and other laws. The offer of tokens will be made within the United States, only to investors who (i) qualify as accredited investors as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) have been verified as accredited investors, as so defined, pursuant to Rule 506(c) of Regulation D under the Securities Act. A concurrent offering may be conducted outside of the United States, pursuant to Regulation S under the Securities Act, to investors who are not U.S. persons, as defined therein. Neither tokens nor any other securities of Monarch Blockchain Corporation have been registered or qualified for sale in the United States or in any other jurisdiction. Any distribution of tokens or other securities of Monarch Blockchain Corporation in the United States will be made only on a private placement basis exempt from the requirement that Monarch Blockchain Corporation prepare and file a prospectus with the applicable securities regulatory authorities. Accordingly, transfers of those securities will be restricted and must comply with applicable law. Monarch Blockchain Corporation is not a reporting issuer in the United States and its securities are not listed on any stock exchange in the United States, and there is currently no public market for the securities in the United States. Monarch Blockchain Corporation currently has no intention of becoming a reporting issuer in the United States, filing a prospectus with any securities regulatory authority in the United States to qualify the resale of the securities to the public, or listing its securities on any stock exchange in the United States. Due to the fact that cryptocurrency markets are unregulated and decentralized, the provision of our services is not governed by any specific regulatory framework or investor protection rules. Investment in cryptocurrencies carries high degree of risk and volatility and is not suitable for every investor; therefore, you should not risk the capital you cannot afford to lose. Please consult an independent professional financial or legal advisor to ensure the product meets your objectives before you decide to invest. Under no circumstances shall Monarch have any liability to any person or entity for (a) any loss or damage in whole or part caused by, resulting from, or relating to any transactions related to the asset tokens or (b) any direct, indirect, special, consequential or incidental damages whatsoever. Please consider our Risk Disclosure and our Terms of Use before using our products. Social media posts about Monarch platform are generated by members of Monarch community and do not contain advice, recommendations or solicitation on behalf of Monarch. You are not permitted to use, alter or reproduce or distribute any of Monarch images and/or content, including but not limited to text, graphics, video, audio, software code, interface design or logos without our prior written consent.
Views: 1469 Monarch Token
Birth of the Securities Act of 1933
 
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federal securities law is enacted in 1933 in United States
Views: 2926 Broc Romanek
Disclosure Requirements Under Regulation S-K for Smaller Reporting Company
 
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Disclosure Requirements Under Regulation S-K for Smaller Reporting Company- On June 28, 2018, the SEC adopted the much-anticipated amendments to the definition of a “smaller reporting company” as contained in Securities Act Rule 405, Exchange Act Rule 12b-2 and Item 10(f) of Regulation S-K. The topic of disclosure requirements under Regulation S-K as pertains to disclosures made in reports and registration statements filed under the Exchange Act and Securities Act have come to the forefront over the past couple of years. Regulation S-K, as amended over the years, was adopted as part of a uniform disclosure initiative to provide a single regulatory source related to non-financial statement disclosures and information required to be included in registration statements and reports filed under the Exchange Act and the Securities Act. A public company with a class of securities registered under either Section 12 or which is subject to Section 15(d) of the Exchange Act must file reports with the SEC. The underlying basis of the Reporting Requirements is to keep shareholders and the markets informed on a regular basis in a transparent manner. Over the years Regulation S-K has not been kept current with other Rule changes, the arduous reporting requirements for smaller companies has resulted in stifled capital formation and fewer smaller IPOs, and investors have questioned the quality and relevancy of information required to be included in reports... #LegalAndComplianceLLC
What Is The Investment Advisers Act Of 1940?
 
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Investment advisers act of 1940 wikipedia. Investment advisers act of 1940 statute 40act. Investment advisers act of 1940 rules 40act. This law regulates investment advisers. Asp "imx0m" url? Q webcache. Investment advisers act of 1940 financial definition investment merrill what is the 1940? . Investment advisers act of 1940 house office the legislative overview investment duane morris llp. Investment advisers act of 1940 investopedia terms i investadvact. The 1940 act regulates open and closed end investment companies, as well their advisers. Section 204a prevention of misuse nonpublic information. 80b 21, is a united states federal law that was created to monitor and regulate the activities of investment advisers (also spelled 'advisors') as defined by the law 31 mar 2017 the securities and exchange commission regulates investment advisers, primarily under the investment advisers act of 1940 and the rules investment advisers act of 1940. 0 7 small entities under the investment advisers act for purposes of the regulatory flexibility 275. 115 141, 9 oct 2008 one of the most important set of the federal securities laws which relate to hedge fund managers is the investment advisers act of 1940 investment adviser ( ia ) pursuant to the investment advisers act of. Section 211 rules, regulations and orders of 40act. With certain exceptions, this act requires that firms or sole practitioners compensated for advising others about securities investments must register with the sec and conform to regulations designed protect investors 23 mar 2018 investment advisers of 1940. Section 208 general prohibitions 40act. Googleusercontent search. General information regulation of investment advisers sec. The investment advisers act of 1940 is a u. As amended through p. Rule 0 2 general procedures for serving non residents rule 3 references to rules and regulations 4 no provision of this subchapter imposing any liability shall apply act done the commodity futures trading commission by investment advisers that are (b) statement registration under securities exchange 1934 provisions (1) his or its principal business consists acting as adviser, (a) an company registered act, in section 3(c)(11) 1940), provided contract relates complete 1940 201 findings 224 construction relating definition financial dictionary free online english encyclopedia. 203 2 withdrawal from investment adviser registration 13 dec 2017 the investment advisers act of 1940 is the federal legislation that sets forth guidelines for busine investment advisers act of 1940 rules. Overview of federal and state regulation k&l gates. A management company that does not advise the private fund on section 204 reports by investment advisers. Federal law that defines the role and responsibilities of an investment advisor adviser. Section 205 investment advisory contracts 40act. Investment advisers act of 1940 investopedia. What is investment advisers act of the 1940 a law passed by congress and administered
Views: 48 Badman 360 Planet
SEC Advisory Committee Recommendations on Finders Fees by Laura Anthony, Palm Beach
 
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SEC Advisory Committee Recommendations on Finders Fees by Laura Anthony, Palm Beach- In the last LawCast in this series, I summarized the recent recommendations by the SEC Advisory Committee on Small and Emerging Companies related to finder’s fees. Previously, on September 23, 2015, the Advisory Committee made the following four recommendations: (i) The SEC take steps to clarify the current ambiguity in broker-dealer regulation by determining that persons that receive transaction-based compensation solely for providing names of or introductions to prospective investors are not subject to registration as a broker under the Exchange Act; (ii) The SEC exempt intermediaries on a federal level that are actively involved in the discussions, negotiations and structuring, and solicitation of prospective investors for private financings as long as such intermediaries are registered on the state level; (iii) The SEC spearhead a joint effort with the North American Securities Administrators Association (NASAA) and FINRA to ensure coordinated state regulation and adoption of measured regulation that is transparent, responsive to the needs of small businesses for capital, proportional to the risks to which investors in such offerings are exposed, and capable of early implementation and ongoing enforcement; and (iv) The SEC should take immediate steps to begin to address this set of issues incrementally instead of waiting for the development of a comprehensive solution. At the time of its recommendations in 2015, the Advisory Committee noted that: • Small businesses account for the creation of two-thirds of all new jobs, and are the incubators of innovation, generating the majority of net new jobs in the last five years and continuing to add more jobs; • Early-stage capital for these small businesses is raised principally through private offerings that are exempt from registration under the Securities Act of 1933 and state blue-sky laws; • More than 95% of private offerings rely on Rule 506 of Regulation D; however, less than 15% of those use a financial intermediary such as a broker-dealer. This is due in part to a lack of interest from registered broker-dealers given the legal costs and risk involved in undertaking a small transaction, ambiguities in the definition of “broker” and the danger of using unregistered finders. • As documented in the findings of an American Bar Association Business Law Section Task Force in 2005 and endorsed by the SEC Government Business Forum on Small Business Capital Formation: (i) failure to address the regulatory issues surrounding finders and other private placement intermediaries impedes capital formation for smaller companies; (ii) the current broker-dealer registration system and FINRA membership process is a deterrent to meaningful oversight; (iii) appropriate regulation would enhance economic growth and job creation; and (iv) solutions are achievable through SEC leadership and coordination with FINRA and the states. • The Advisory Committee is of the view that imposing only limited regulatory requirements, including appropriate investor protections and safeguards on private placement intermediaries with limited activities that do not hold customer funds or securities and deal only with accredited investors, would enhance capital formation and promote job creation.
Regulation A Exemptions
 
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http://thebusinessprofessor.com/regulation-a-exemption/ Regulation A Exemptions
Views: 185 Jason Mance Gordon
Finance - Collective Investment Vehicles and the Securities Act of 1933
 
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A brief video by Jason Hsieh about mutual fund, closed-end fund and hedge fund compliance with the Securities Act of 1933.
Views: 50 Law Stuff
(MT)(MTS) Monarch Token is here! Mass adoption into Crypto?
 
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Monarch is here! Free Apple App! Download it today! Phase 1 just released! Now anyone, anywhere can store, send, receive all BTC, ETH and ERC20 crypto and so much more! So much more to come, stay tuned! Let us know your thoughts in the comments below. RELAX Peeps, these are just my opinions and anything contained within the video is for information or entertainment purposes only. THIS IS ONLY MY OPINION, ACTUAL FACTS AND OPINIONS MAY VARY. INVEST, DOWNLOAD AND LISTEN AT YOUR OWN RISK. In the comments let me know how you liked the video and if you want me to do a video on anything specific. Share the video with your friends that are crypto curious and be safe, have fun and GOD Bless! Universal Crypto Wallet with Recurring Payments and Silver-Backed Tokens The Monarch Wallet is a mobile cryptocurrency solution that allows you to: - Send/Receive Bitcoin, Ethereum & ERC20 Tokens - Track your Gains and Losses - Review Market Data for most cryptocurrencies - Keep up-to-date on blockchain and cryptocurrency News Rule your own financial kingdom from the palm of your hand! Link: WEBSITE Https://www.MonarchToken.io APPLE APP https://itunes.apple.com/us/app/monarch-wallet/id1386397997 * Reddit * Reddit.com/r/monarchtoken * Bitcoin Talk Thread * https://bitcointalk.org/index.php?topic=4448905 * Bounty Link: * https://bountyhive.io/join/MonarchToken * Website * https://www.monarchtoken.io * youtube url * https://www.youtube.com/channel/UCp5B_keZuKtIXclKcsz96Mg * Twitter * https://twitter.com/monarchtoken?lang=en * Facebook * https://www.facebook.com/MonarchToken/ * LinkedIn url * https://www.linkedin.com/company/monarchtoken/ https://www.cryptobeadles.com NAC3 Tickets: https://www.nac3.io ** This is not financial advice and these are simply my own opinions, as such, this should not be treated as explicit financial, trading or otherwise investment advice. This is not explicit advice to buy these cryptos, do you own research.** ***Disclaimer: Statements on this site do not represent the views or policies of anyone other than myself. The information on this site is provided for discussion purposes only, and are not investing recommendations. Under no circumstances does this information represent a recommendation to buy or sell securities. ****ALWAYS check with professional tax service providers and legal professionals before you buy, sell or trade cryptos! Thanks for watching, God Bless and have an awesome one! This video is for informational purposes only and does not constitute an offer or solicitation to invest in tokens nor does it constitute an offer or solicitation to sell tokens or any other securities of Monarch Blockchain Corporation. Any such offer or solicitation would be made only by means of a private placement memorandum or other offering materials and in accordance with the terms of all applicable securities and other laws. The offer of tokens will be made within the United States, only to investors who (i) qualify as accredited investors as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) have been verified as accredited investors, as so defined, pursuant to Rule 506(c) of Regulation D under the Securities Act. A concurrent offering may be conducted outside of the United States, pursuant to Regulation S under the Securities Act, to investors who are not U.S. persons, as defined therein. Neither tokens nor any other securities of Monarch Blockchain Corporation have been registered or qualified for sale in the United States or in any other jurisdiction. Any distribution of tokens or other securities of Monarch Blockchain Corporation in the United States will be made only on a private placement basis exempt from the requirement that Monarch Blockchain Corporation prepare and file a prospectus with the applicable securities regulatory authorities. Accordingly, transfers of those securities will be restricted and must comply with applicable law. Monarch Blockchain Corporation is not a reporting issuer in the United States and its securities are not listed on any stock exchange in the United States, and there is currently no public market for the securities in the United States. Monarch Blockchain Corporation currently has no intention of becoming a reporting issuer in the United States, filing a prospectus with any securities regulatory authority in the United States to qualify the resale of the securities to the public, or listing its securities on any stock exchange in the United States.
Views: 104656 Crypto Beadles
What is a Federally-Covered Security?
 
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Securities Attorney Darin Mangum, who practices in the limited focus niche area of federal securities law and who serves clients nationwide, discusses why structuring your private placement memorandum or PPM as a "federally-covered security" under Rule 506 of Regulation D of the Securities Act of 1933, as amended, provides you with the best opportunity to market your offering in all 50 states and U.S. territories. If you are looking for a custom crafted private placement memorandum or would like your PPM to be reviewed, please feel free to contact Darin directly as listed below. Darin offers a no cost or obligation consultation about your PPM offering / business venture. Thanks for watching and subscribing! :-) Phone: (281) 203-0194 E-mail: [email protected] Website: ThePPMAttorney.com FOR GENERAL INFORMATION ONLY. NOT TO BE CONSTRUED AS LEGAL ADVICE. I'M NOT YOUR ATTORNEY UNLESS A DULY EXECUTED ENGAGEMENT LETTER EXISTS BETWEEN US. (c) 2017 DARIN H. MANGUM PLLC.
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