FinLaw: Serial issuers of securities need to comply with state blue sky Laws

As we’ve previously discussed, a serial issuer operating or using a website that displays and advertises offerings of securities (a “funding platform”) does not necessarily need to register with the SEC (or FINRA) as a broker-dealer.fn1 However, what about State blue sky laws? While Rule 506 of Regulation D and Regulation A+ Tier 2 offering…

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FinLaw: The Issuer Exemption and Investment Advisers Who Are Operating Funding Platforms

Can advisers operate a funding platform for Rule 506 offerings without registering as a broker-dealer? This is a common question in the Rule 506 offering space. Funding platforms are websites that display offerings, and there is confusion about what rules come into play, asked by people in many diverse sectors, including technology and real estate.…

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Funding Platforms under Title II of the JOBS Act DO NOT have to be broker-dealers

Section 15(a)(1) of the Securities Exchange Act of 1934 makes it unlawful for businesses to effect transactions in, or to induce the sale of any security, unless registered as a broker-dealer. Many people assume that funding platforms under Title II of the Jumpstart Our Business Startups (JOBS) Act must also register as a broker-dealer or…

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Swear to be Smart

So you received a Rule 8210 letter from FINRA requiring you to appear at their New York office to provide testimony under oath (the so called “on the record interview,” or “OTR”).  You had hoped that after you had not heard from FINRA when they sent you that earlier document request months ago, that this…

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What is serves the finTech industry.  FinTech is the industry to watch.  Technology for the financial services industry is no longer the sleepy operational backwater at banks and broker-dealers that once was far removed from the action.  FinTech will be a disruptive force challenging the traditional bank and broker-dealer models, opening the door to more investors…

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SEC Speaker

Speaker, Recent Developments in Securities Enforcement, U.S. Securities and Exchange Commission 2014 Joint Regulatory Conference, West Bonaventure Hotel, Los Angeles, on June 3, 2014.

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