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A PRIVATE FOUNDATION PRIMER

This memorandum will attempt to outline certain reporting and compliance obligations relating to private foundations. You should also review a booklet which you may have received from the Internal Revenue Service entitled “Compliance Guide For 501(c)(3) Private Foundations” (Publication 4221PF) (available at www.irs.gov). IRS Reporting and Filing Requirements State Filings Treatment of Contributions Fiduciary Duty […]

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RULE 144: SEC PROPOSES CHANGES FOR MARKET ADJUSTABLE SECURITIES

In late 2020 , the SEC proposed or adopted a number of regulatory initiatives which benefit the issuers and other participants in private placements. These include an expansion of the definition of “accredited Investor” under Regulation D, expanded eligibility and simplification of the rules regulating private placements and an exemption permitting the compensation of “finders” […]

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SEC UPDATES ACCREDITED INVESTOR DEFINITION

On August 26, 2020, the Securities and Exchange Commission significantly expanded the category of persons who can be considered an “Accredited Investor” under Regulation D. Some highlights: While the amendments do not change the $200,000.00/$300,000.00 annual income and $1,000,000.00 net asset thresholds for individuals (which have remained unchanged since Regulation D’s adoption), they update Regulation […]

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UPDATED SEC GUIDANCE ON EQUITY LINE FINANCINGS

In early November, the SECs Division of Corporation Finance updated CDI 139.13 under Securities Act Section 5 and withdrew CDIs 139.15 through 139.20. The updated CDI relates to equity line financings. In many equity line financings, the company will rely on a private placement exemption to sell the securities under the equity line and will […]

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