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Key Regulatory Considerations for Alternative Funds in the EU

In this interview, Peter Williams the ACE Founder and CEO, interviews Michael Nobes, the CEO of Sixbridges Capital, about the complexities of the private fund space with an emphasis on doing business in the European Union. In particular, their conversation focuses on the impact of the Alternative Investment Fund Manager Directive (AIFMD) on compliance and cost of doing business.

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Where are All the General Solicitation Deals?

This post by Robert Fisher, the CEO of Fisher Tanner Associates, originally appeared in VC Experts Daily Buzz. In it, Fisher talks about pitfalls to the implementation of 506(c) General Solicitation provisions under the JOBS Act and why we are not seeing an explosion in deals marketed under the 506(c) provision. Basically, the article looks to answer the question, ‘Why aren’t we seeing deals being marketed more broadly now that it is legal to do so?”

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With speed approaching perilously close to that of light itself, recent deregulation has freed huge and heretofore inaccessible pools of private monies to fund new investment and unshackle innovation…

Just kidding – that didn’t happen. Would have been nice, eh? One could argue it wasn’t for lack of good legislative intention. As part of the JOBS act – Congress did indeed instruct the SEC to remove the ancient prohibition against General Solicitation and Advertising under Regulation D. The concept: make it easier for start-ups to cast a wide net when seeking investors. You may recall good ol’ Reg D which provides exemptions from SEC registration. The Reg D exemption relied on by most private investors – now called 506(b) continues the solicitation ban. The new exemption since last September – 506(c) – eliminates the ban but not without a new gotcha of its own.

What are the hidden ‘gotchas?’
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Requirements of a Reg D Private Placement

Raising capital and investing in private companies involves an intricate process for companies and investors that is governed by stringent regulatory requirements. While the introduction of Rule 506(c) under the JOBS Act does potentially address some of the issues around advertising and broader reach, the Regulation D offering process remains a complex mix of compliance, marketing, and due diligence. [For more on the stages of a private placement see this post]. Read More

Investor Verification Versus Suitability on Direct Investments

In this interview, ACE Portal General Counsel, Jason Behrens, interviews Joe Bartlett, the Co-founder of VC Expert and Special Counsel at McCarter & English. Their conversation focuses specifically on the difference between investor accreditation and suitability, which is a vital but often obscure topic for capital raisers. The conversation also narrows in on suitability in a post-JOBS Act context. Jason and Joe’s conversation is a nice precursor for listening to Dan Gorfine of the Milken Institute discuss the future of suitability in this post. or diving into Joe’s more in-depth written pieces on what steps to take to verify an investor’s status.

Private Markets & Investor Verification under the JOBS Act

In this interview, ACE Portal’s CEO, Peter Williams, interviews Daniel Gorfine, the Milken Institute’s Director of Financial Markets Policy and Legal Counsel, on how the JOBS Act (and specifically the provisions around 506(c) and General Solicitation) has created a new significance around the definition of what it means to be an accredited investor. Their conversation is important for any company thinking through whether to use Rule 506(c) which allows you to mass market–or generally solicit–and some of the special considerations that need to be thought through around the heightened investor suitability requirements to be found there. This dialogue takes on added significance because the SEC is revisiting the definition of an accredited investor this year under the requirements of Dodd-Frank. This video is closely related to Joe Bartlett’s discussion of suitability and verification as well as his in-depth post on how to actually certify accreditation. Read More

Reasonable Steps to Verify Accredited Investor Status

This article first appeared in VC Experts’ excellent comprehensive summary of the JOBS Act on March 31, 2013. While over a year old, the guidance below still stands to the best of ACE Portal’s knowledge. You can also see Joe’s video interview discussing the topic as well as the video from Dan Gorfine of the Milken Institute.

The following discussion fleshes out a checklist of ‘safe harbors’ when the issuer and its counsel are faced with a requirement that they take “reasonable steps to verify” accredited investor status. The pending SEC Regulations on the JOBS Act, Title II may list a safe harbor or two; but, if so, the same are not likely to be exclusive. Hence, my personal contribution.

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The JOBS Act Two Years Later

In this video ACE CEO Peter Williams questions Daniel Gorfine, the Milken Institute’s Director of Financial Markets Policy and Legal Counsel, on what he has seen regarding the evolution and implementation of the JOBS Act over the last two years.

They cover:

  • Where things stand with regards to implementation of the JOBS Act
  • A survey of developments in each Title of the JOBS Act
  • Implementations of General Solicitation provisions
  • Potential regulatory changes that might change things moving forward

Additional Interviews with Daniel Gorfine

 


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