Recently, the United States has taken significant steps toward becoming a global leader in digital assets through two landmark legislative initiatives aimed at establishing a comprehensive regulatory framework for digital assets. The first is known as the Digital Asset Market Clarity Act (the “CLARITY Act”) which was introduced by the House of Representatives with an...
Business Transactions Blog
When it comes to mergers and acquisitions (M&A), the excitement of signing a purchase agreement can sometimes overshadow the critical details buried in the exhibits. One of the most important, but often overlooked, parts of these agreements is the disclosure schedule. Disclosure schedules play a central role in protecting both buyers and sellers during a...
Raising capital is an exciting milestone for any business, but it also comes with strict compliance requirements. Under Regulation D of the Securities Act, issuers must follow specific federal and state filing procedures to keep their offering legal and compliant. Missing these deadlines or requirements can lead to penalties or even loss of your exemption....
In today’s innovation-driven economy, intellectual property (IP) is often one of a company’s most valuable assets. Whether it’s software code, creative content, or inventions, these creations form the core of many businesses’ competitive advantage. But here’s the legal pitfall many founders and business owners miss: just because your company paid for something to be created...
When preparing to sell a small or mid-size business, many owners focus on financial records and finding the right buyer. While those are critical components of any transaction, failure to address legal due diligence can threaten the integrity of the transaction. Legal due diligence is one of the most important steps a seller can take...
Under U.S. securities laws, offerings or sales of securities must be registered with the Securities and Exchange Commission (“SEC”) unless an exemption applies. Regulation A, often referred to as a “mini IPO,” is a registration exemption for certain public offerings, allowing eligible issuers to raise up to $75 million without the full SEC registration process....
Jul172025
On July 22, 2025, at 10 am Eastern Time, the Securities and Exchange Commission’s (“SEC”) Small Business Capital Formation Advisory Committee will hold an interactive conference regarding the proposed finder rule from five years ago. If adopted, the rule would create an exemption permitting certain capital raisers to receive transaction-based compensation for capital raising activities...
Under the new administration with Chair Paul Atkins, investment adviser fees and undisclosed conflicts of interest are proving to be an area of priority. On June 2, 2025, the U.S. Securities and Exchange Commission (“SEC”) charged New Line Capital LLC (“New Line”), and its managing member, David A. Nagler (“Nagler”), for breaching its fiduciary duties...