Securities Act Of 1933 | LinkedIn
浏览77 浏览Under the Securities Act of 1933, a company that offers or sells its securities must register the securities with the SEC or... taking on significantly more risk than public investments. The Securities Act of 1933 may have added some small protection to...浏览88,523 浏览...securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transactions... Securities Act of 1933, as amended, and otherwise in accordance with applicable law. Additional Information and Where to Find...浏览460,596 浏览..., subscribe for or buy any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in... requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law...浏览38,121 浏览...offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any... securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as...浏览1,856 浏览Before we started Indiegogo in early 2008, a select group of elite gatekeepers were responsible for determining which ideas... the Securities Act of 1933 “regular” people, or unaccredited investors, could not play a direct role in investing in and...浏览572 浏览...States. In September 2013, Title II of the JOBS Act was signed into effect by bipartisan agreement. While Title II doesn’t... have been deemed illegal since Franklin Roosevelt’s Securities Act of 1933. Title II Redefines Who Can Invest Title II...浏览180 浏览...not constitute an offer or invitation to subscribe for, acquire, hold or sell any securities of SMA Solar Technology AG (the... America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.This press release...浏览439 浏览...together with the various smouldering clauses of the Companies Act. In the US you might want to free some time in your diary to immerse yourself in the Securities Act 1933 or the JOBS Act – you might find this article interesting if you want to...浏览393 浏览...merely my interpretations of a process that is governed by local, state and federal securities regulations, and you should... NASDAQ) is thanks to a couple of very important exemptions in Regulation D of the US Securities Act of 1933 (yes, they’ve been...展开收起所在地区美国 大波士顿地区所属行业律师目前就职Eversource Energy - Senior Counsel - Securities & Corporate Governance曾经就职Talbots - Director, Associate Corporate Counsel, Ropes & Gray LLP - Contract Attorney, Edwards Angell Palmer & Dodge LLP -...教育背景Penn State University, Suffolk University Law School自我简介Former SEC Division of Corporation Finance Staff Attorney with expertise in securities law, corporate transactions, regulatory compliance...所在地区美国 大纽约地区所属行业高等教育目前就职St. John's University School of Law - Professor of Legal Writing & Assistant Director of the Securities Arbitration Clinic, New...曾经就职Hofstra University School of Law - Adjunct Special Professor of Law, Argo International Corporation - General Counsel, Katten Muchin...教育背景Columbia University School of Law, CUNY Graduate School & University Center, Hunter College, Columbia College (NY)自我简介RESEARCH INTERESTS
Current issues in the regulation of broker-dealers, securities market the history of investment...所在地区美国 大波士顿地区所属行业律师目前就职Fidelity Investments // Counsel on Call - Securities Attorney曾经就职Citigroup - Assistant Vice President/Counsel, Update Legal - Attorney, Mayer, Brown, Rowe & Maw - Attorney, Paul, Weiss, Rifkind,...教育背景Boston University School of Law, Northeastern University, Moses Brown School, Sharon High School自我简介Attorney specializing in state, federal, and offshore regulation of investment companies (mutual funds, hedge funds, private equity funds,...所在地区美国 旧金山湾区所属行业律师目前就职Palo Alto Networks, Inc. - Director, Corporate and Securities曾经就职Levi Strauss & Co. - Associate General Counsel, Finance & Governance, Sidley Austin - Senior Corporate Associate, Morrison &...教育背景University of California, Davis - School of Law, Stanford University, Stanford University所在地区美国 大纽约地区所属行业律师目前就职Sallah Astarita & Cox - 212-509-6544 - Securities Regulation, Compliance and Employment Attorney,
- Managing Editor -...曾经就职Beam & Astarita, LLC - Securities/Broker Dealer Lawyer, Gusrae, Kaplan & Bruno - Partner, Securities Litigation Attorney教育背景New York Law School, City University of New York-Queens College自我简介For 25 years I have been involved in representation of brokerage firms, investment advisory firms and individual financial professionals in...所在地区美国 大芝加哥地区所属行业民航/航空目前就职United Airlines - Counsel - Securities and Corporate Governance, Zeta Phi Beta Sorority, Inc. - Official - Member of the National Legal...曾经就职Krieg DeVault LLP - Associate, Indianapolis Bar Association - Diversity Job Fair Committee Member, Practicing Attorneys for Law Students...教育背景Howard University School of Law, Webster University, Fashion Institute of Technology, University of Pittsburgh所在地区美国 大纽约地区所属行业律师所在地区美国 大明尼阿波利斯-圣保罗地区所属行业金融服务目前就职Barrington Capital Management, Inc. - CEO & Chief Investment Officer, Barrington Capital Management, Inc. - Securities Expert Witness |...曾经就职thinkorswim by TD Ameritrade, Inc. - Branch Manager | Securities & Options Principal, Raymond James Financial Services, Inc. - Branch...教育背景Hamline University School of Law, FINRA, FINRA & NFA, International Association of Registered Financial Consultants, The American College自我简介I am the CEO & Chief Investment Officer of Barrington Capital Management, Inc, A Registered Advisory firm that I established in 1988. In...所在地区美国 旧金山湾区所属行业律师所在地区美国 俄勒冈州 波特兰所属行业行政机关目前就职Department of Consumer and Business Services, Division of Finance and Corporate Securities - Securities Registration Analyst/Enforcement...曾经就职Oregon Judicial Department - Law Clerk -- Hon. Adrienne Nelson, Stroock & Stroock & Lavan LLP - Associate, Stroock & Stroock...教育背景NYU School of Law, Stanford University自我简介Jason Ambers joined Oregon’s Division of Finance and Corporate Securities (“DFCS”) in 2008 as a Securities Registration Analyst and...所在地区美国 大明尼阿波利斯-圣保罗地区所属行业法律服务目前就职Securian Financial Group - Securities Compliance Analyst (Mutual Fund SEC Paralegal)曾经就职Kmart Corporation - Cash Office Manager教育背景Inver Hills Community College自我简介o Manage the filing of compliant documents with the Securities and Exchange C responsible for coordinating, proofing and...所在地区美国 大纽约地区所属行业律师目前就职ICON Investments - Director and Securities Counsel曾经就职Hodgson Russ LLP - Senior Associate, Sichenzia Ross Friedman Ference LLP - Associate教育背景Brooklyn Law School, Roger Williams University自我简介Mr. Pinero concentrates his practice in corporate and securities matters, having handled a diverse range of transactions representing both...所在地区美国 华盛顿都会区所属行业律师目前就职Alston & Bird LLP - Senior Associate - Corporate Transactions and Securities曾经就职Bryan Cave - Corporate Associate, Baker Botts LLP - Associate, Salon, Marrow, Dyckman, Newman & Broudy LLP - Law Clerk教育背景Fordham University School of Law, Fordham University - Graduate School of Business Administration, San Jose State University所在地区San Antonio, Texas Area所属行业金融服务目前就职USAA - Senior Attorney自我简介My current position involves providing advice on securities laws, and FINRA and SEC regulations, to USAA's two broker-dealers and three...所在地区Cleveland/Akron, Ohio Area所属行业律师目前就职Thompson Hine LLP - Counsel to the Corporate Transactions & Securities Group曾经就职FirstEnergy - Senior Corporate Securities Counsel, Calfee, Halter & Griswold LLP - Senior Attorney/Securities, United States Securities...教育背景The John Marshall Law School, Loyola University Chicago, Fenwick High School自我简介I have approximately thirty years experience in the public and private practice of federal securities law.
My career began in the Division...所在地区美国 大亚特兰大地区所属行业法律服务目前就职Griffin Capital Corporation - General Counsel - Securities曾经就职Baker Donelson Bearman Caldwell & Berkowitz, P.C. - Shareholder, Bryan Cave - Counsel, Holland & Knight LLP - Partner教育背景The John Marshall Law School, Indiana University Bloomington自我简介DISCLAIMER: The opinions expressed here are the personal opinions of Howard S. Hirsch, but do not constitute legal advice. Content...所在地区美国 大纽约地区所属行业法律服务所在地区美国 大丹佛地区所属行业律师目前就职Jones & Keller PC - Attorney, Special Counsel, Corporate & Securities Group曾经就职Morgan Stanley - Financial Adviser, Stifel Nicolaus - Vice President - Institutional + Corporate Trader, Chicago Stock Exchange - Market...教育背景Drake University Law School, University of Colorado at Boulder - Leeds School of Business自我简介Dirk's practice specializes in corporate, securities and business matters for public and private companies, pooled investment funds,...所在地区Cleveland/Akron, Ohio Area所属行业金融服务展开收起掌握最新资讯联系行业专家寻找理想职位立即加入领英，了解更多Securities Act Of 1933的信息of_section_10_of_the_securities_act_of_1933
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编者按：日，美国总统奥巴马正式签署通过《促进创业企业融资法》（Jumpstart Our Business Startups Act，简称“JOBS法案”）。该法案旨在通过宽松的上市准入门槛，简化中小企业在美国证券市场上市流程，降低上市成本，吸引更多企业赴美上市。JOBS法案对股权众筹融资做了详细的说明和规范，设立了股权众筹豁免，这就是JOBS法第三章的众筹法。JOBS法第四章扩展原来的小额豁免，还发展出了一个大额公募众筹豁免。日，美国证监会（SEC）根据JOBS法案的授权制定了关于第四章A+条例（Regulation A+）的监管实施规则，增强了A+条例的适用性。日，美国证监会（SEC）正式通过了股权众筹规则。新的股权众筹规则将在180天后生效。公募股权众筹蓄势待发。SEC Adopts Rules to Permit CrowdfundingProposes Amendments to Existing Rules to Facilitate Intrastate and Regional Securities OfferingsFOR IMMEDIATE RELEASEWashington D.C., Oct. 30, 2015 —The Securities and Exchange Commission today adopted final rules to permit companies to offer and sell securities through crowdfunding. &The Commission also voted to propose amendments to existing Securities Act rules to facilitate intrastate and regional securities offerings. &The new rules and proposed amendments are designed to assist smaller companies with capital formation and provide investors with additional protections.Crowdfunding is an evolving method of raising capital that has been used to raise funds through the Internet for a variety of projects. &Title III of the JOBS Act created a federal exemption under the securities laws so that this type of funding method can be used to offer and sell securities.“There is a great deal of enthusiasm in the marketplace for crowdfunding, and I believe these rules and proposed amendments provide smaller companies with innovative ways to raise capital and give investors the protections they need,” said SEC Chair Mary Jo White. “With these rules, the Commission has completed all of the major rulemaking mandated under the JOBS Act.”The final rules, Regulation Crowdfunding, permit individuals to invest in securities-based crowdfunding transactions subject to certain investment limits. &The rules also limit the amount of money an issuer can raise using the crowdfunding exemption, impose disclosure requirements on issuers for certain information about their business and securities offering, and create a regulatory framework for the broker-dealers and funding portals that facilitate the crowdfunding transactions.The new crowdfunding rules and forms will be effective 180 days after they are published in the Federal Register. The forms enabling funding portals to register with the Commission will be effective Jan. 29, 2016.The Commission also proposed amendments to existing Securities Act Rule 147 to modernize the rule for intrastate offerings to further facilitate capital formation, including through intrastate crowdfunding provisions. &The proposal also would amend Securities Act Rule 504 to increase the aggregate amount of money that may be offered and sold pursuant to the rule from $1 million to $5 million and apply bad actor disqualifications to Rule 504 offerings to provide additional investor protection.The SEC is seeking public comment on the proposed rule amendments for a 60-day period following their publication in the Federal Register.# # #FACT SHEETRegulation CrowdfundingSEC Open MeetingOct. 30, 2015ActionThe Securities and Exchange Commission will consider whether to adopt final rules that would allow the offer and sale of securities through crowdfunding. &The recommended rules would give small businesses an additional avenue to raise capital and provide investors with important protections. &If adopted, this would complete the Commission’s major rulemaking mandated under the JOBS Act.Highlights of the Recommended Final RulesThe recommended rules would, among other things, enable individuals to purchase securities in crowdfunding offerings subject to certain limits, require companies to disclose certain information about their business and securities offering, and create a regulatory framework for the intermediaries facilitating crowdfunding transactions. &More specifically, the recommended rules would:Permit a company to raise a maximum aggregate amount of $1 million through crowdfunding offerings in a 12-Permit individual investors, over a 12-month period, to invest in the aggregate across all crowdfunding offerings up to:$2,000 or5 percent of the lesser of their annual income or net worth.If either their annual income or net worth is less than $100,000, than the greater of:If both their annual income and net worth are equal to or more than $100,000, 10 percent of the lesser of their annual andDuring the 12-month period, the aggregate amount of securities sold to an investor through all crowdfunding offerings may not exceed $100,000.Under the recommended rules, certain companies would not be eligible to use the exemption. &Ineligible companies would include non-U.S. companies, Exchange Act reporting companies, certain investment companies, companies that are subject to disqualification under Regulation Crowdfunding, companies that have failed to comply with the annual reporting requirements under Regulation Crowdfunding during the two years immediately preceding the filing of the offering statement, and companies that have no specific business plan or have indicated that their business plan is to engage in a merger or acquisition with an unidentified company or companies.Securities purchased in a crowdfunding transaction generally could not be resold for one year. &Holders of these securities would not count toward the threshold that requires a company to register its securities under Exchange Act Section 12(g) if the company is current in its annual reporting obligations, retains the services of a registered transfer agent and has less than $25 million in total assets as of the end of its most recently completed fiscal year.In addition, all transactions relying on the new rules would be required to take place through an SEC-registered intermediary, either a broker-dealer or a funding portal.Disclosure by Companies Companies that rely on the recommended rules to conduct a crowdfunding offering must file certain information with the Commission and provide this information to investors and the intermediary facilitating the offering, including among other things, to disclose:The price to the public of the securities or the method for determining the price, the target offering amount, the deadline to reach the target offering amount, and whether the company will accept investments in excess of the taA discussion of the company’sFinancial statements of the company that, depending on the amount offered and sold during a 12-month period, are accompanied by information from the company’s tax returns, reviewed by an independent public accountant, or audited by an independent auditor. &A company offering more than $500,000 but not more than $1 million of securities relying on these rules for the first time would be permitted to provide reviewed rather than audited financial statements, unless financial statements of the company are available that have been audited by anA description of the business and the use of proceeInformation about officers and directors as well as owners of 20 percent or andCertain related-party transactions.In addition, companies relying on the crowdfunding exemption would be required to file an annual report with the Commission and provide it to investors.Crowdfunding Platforms A funding portal would be required to register with the Commission on new Form Funding Portal, and become a member of a national securities association (currently, FINRA). &A company relying on the rules would be required to conduct its offering exclusively through one intermediary platform at a time.The recommended rules would require intermediaries to, among other things:Provide investors with educational materials that explain, among other things, the process for investing on the platform, the types of securities being offered and information a company must provide to investors, resale restrictions, aTake certain measures to reduce the risk of fraud, including having a reasonable basis for believing that a company complies with Regulation Crowdfunding and that the company has established means to keep accurate records oMake information that a company is required to disclose available to the public on its platform throughout the offering period and for a minimum of 21 days before any security may be Provide communication channels to permit discussions about offerProvide disclosure to investors about the compensation the iAccept an investment commitment from an investor only after that investor hHave a reasonable basis for believing an investor complies with the inProvide investors notices once they have made investment commitments and confirmations at or before completComply with maintenance and transmission o andComply with completion, cancellation and reconfirmation of offerings requirements.The rules also would prohibit intermediaries from engaging in certain activities, such as:Providing access to their platforms to companies that they have a reasonable basis for believing have the potential for fraud or other investorHaving a financial interest in a company that is offering or selling securities on its platform unless the intermediary receives the financial interest as compensation for the services, subject t andCompensating any person for providing the intermediary with personally identifiable information of any investor or potential investor.Regulation Crowdfunding would contain certain rules that are specific to registered funding portals consistent with their more limited activities than that of a registered broker-dealer. &The rules would prohibit funding portals from, among other things: offering investment advice or ma soliciting purchases, sales or offe compensating promoters and other persons for solicitations or based on th and holding, possessing, or handling investor funds or securities.The rules would provide a safe harbor under which funding portals could engage in certain activities consistent with these restrictions. &The rules also would require funding portals to maintain certain books and records related to their transactions and business.BackgroundCrowdfunding is an evolving method of raising money through the Internet, but it has generally not been used to offer and sell securities. &That is because offering a share of the financial returns or profits from business activities could trigger the application of the federal securities laws, and an offer or sale of securities must be registered with the SEC unless an exemption is available.The JOBS Act included an exemption to permit securities-based crowdfunding and established the foundation for a regulatory structure for these transactions. &It also created a new entity – a funding portal – and allows these Internet-based platforms or intermediaries to facilitate the offer and sale of securities without having to register with the SEC as brokers. &The SEC was tasked with adopting rules to implement these provisions, which are intended to facilitate capital raising by small businesses while providing significant investor protections.Staff Report The staff would undertake to study and submit a report to the Commission no later than three years following the effective date of Regulation Crowdfunding on the impact of the regulation on capital formation and investor protection.What’s Next?The new rules and forms would be effective 180 days after they are published in the Federal Register, except that the forms enabling funding portals to register with the Commission would be effective January 29, 2016.FACT SHEETProposed Amendments to Facilitate Intrastate and Regional Securities OfferingsSEC Open MeetingOct. 30, 2015ActionThe Securities and Exchange Commission is considering whether to propose amendments to Securities Act Rule 147 and Rule 504 of Regulation D. &The proposed amendments would be part of the Commission’s efforts to assist smaller companies with capital formation consistent with its investor protection mission.Highlights of the Proposed AmendmentsProposed Amendments to Rule 147The proposed amendments would modernize Rule 147 to permit companies to raise money from investors within their state without concurrently registering the offers and sales at the federal level. &The proposed amendments to Rule 147 would, among other things:Eliminate the restriction on offers, while continuing to require that sales be made only to residents of the issuer’s state or territory.Refine what it means to be an intrastate offering and ease some of the issuer eligibility requirements in the current rule.Limit the availability of the exemption to offerings that are registered in-state or conducted under an exemption from state law registration that limits the amount of securities an issuer may sell to no more than $5 million in a 12-month period and imposes an investment limitation on investors.Proposed Amendments to Rule 504The proposed amendments to Rule 504 of Regulation D would increase the aggregate amount of securities that may be offered and sold under Rule 504 in any 12-month period from $1 million to $5 million and disqualify certain bad actors from participation in Rule 504 offerings. &The proposed rules would facilitate capital formation and increase investor protection in such offerings.BackgroundThe Commission adopted Rule 147 in 1974 as a safe harbor to a statutory intrastate exemption – Section 3(a)(11) – that was included in the Securities Act upon its adoption in 1933. &Market participants and state regulators have indicated that the combined effect of the statutory limitation on offers to persons residing in the same state or territory as the issuer and the prescriptive eligibility requirements of Rule 147 limit the availability of the exemption for companies that would otherwise conduct intrastate offerings.What’s Next?&&&&&
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