Category Archives: Uncategorized
Financing Through Exempt Private Capital Raise Transactions Under Regulation D of the Securities and Exchange Commission. Part I.
Overview Securities offerings continue to be a key source of financing for companies and exempt private equity offerings enable avoidance of the time and expense of the registration process. In an exempt private equity offering, a public or private entity (Issuer) directly, or through an agent, solicits buyers for its equity securities from among a […]
Financing Through Exempt Private Capital Raise Transactions Under Regulation D of the Securities and Exchange Commission. Part II.
Regulation D Transactional Exemptions – The Anti-Fraud and “Bad Boy” Provisions The most common registration exemption are the rules under Regulation D (Reg. D) of the Securities and Exchange Commission (SEC) as offers not involving any public offering under section 4(a)(2) of the Securities Act of 1933 (the Securities Act), to wit, Rules 506(b) and […]
Financing Through Exempt Private Capital Raise Transactions Under Regulation D of the Securities and Exchange Commission. Part III.
Regulation D, Rules 506(b) and 506(c) – The Conditions of the Rules Part II of this article noted that despite the continued or alternative availability of section 4(a)(2) of the Securities Act of1933 (the Securities Act) as a valid stand-alone transactional exemption from registration of the securities where not involving any public offering, Regulation D […]
Financing Through Exempt Private Capital Raise Transactions Under Regulation D of the Securities and Exchange Commission. Part IV.
Regulation D, Rule 506(b) – Non-Accredited Investor Required Disclosure While no disclosure is required to be disseminated in offerings to accredited investors in reliance on Rule 506(c) of Regulation D (i.e., sales made to solely accredited investors), owing to the anti-fraud provisions of the federal securities laws, issuers should consider providing such information as is […]
Nuts and Bolts of an Internal Revenue Code Section 1031 Like-Kind Exchange
Taxpayers have for decades been utilizing U.S. Internal Revenue Code (the Code) section 1031 to avoid current taxation on the gains from the sale of their investments in real property. The Tax Cuts and Jobs Act of 2017 eliminated the previously available tax benefit of §1031 respective to personal property. Currently, only real property held […]
How Can a Taxpayer Exchange Investment Real Estate in a Tax Deferred Like Kind Exchange for an Interest in a Delaware Statutory Trust?
Preamble to a Section 1031 Like-Kind Exchange Under Section 1031(a) of the U.S. Internal Revenue Code (Code), no gain or loss is recognized on the exchange of real property held for productive use in a trade or business or for investment if such real property is exchanged solely for real property of like kind which […]
WHY YOU NEED AN ATTORNEY TO NEGOTIATE YOUR LETTER OF INTENT
Tough negotiations are a vital part of buying or selling a business. All involved parties will do whatever they can to protect their interests in the deal, and all parties are responsible for taking the necessary steps to protect themselves throughout the purchase and sale process. If you are entering negotiations to buy or sell […]
WILL YOUR BUSINESS’S LEGAL STRUCTURE WORK?
Does your business have a legal structure that will guide ownership through both success and hard times? Closely held businesses are a vital and volatile element of the business landscape. Some new small businesses fail in the first year and many more in the first five years. If you live in an urban area, you […]
Primer on Regulation Crowdfunding – Implementation of Title III of the JOBS Act
Title III of the Jumpstart Our Business Startups Act (the “JOBS Act”), enacted April 5, 2012, established a regulatory structure for startups and small businesses to raise capital through securities offerings using the Internet through crowdfunding. The crowdfunding provisions of the JOBS Act were intended to help provide startups and small businesses with capital by […]
Delaware Statutory Trusts
The Delaware statutory trust is a limited liability vehicle first authorized under Delaware law in 1988. Practitioners and investors may use this entity for tax deferral, asset protection and balance sheet advantages, in contexts such as real estate, securitization and mezzanine financing. Delaware statutory trusts combine the tenet of freedom of contract with the traditions […]