CrowdCheck Memos
ICO and STO compliance with corporate and securities laws
This is the most current version of our memo summarizing some of the challenges in applying securities laws to ICOs. Updated 9/26/2018
Communications and publicity by crowdfunding portals
An overview of the rules and regulations governing communications made by crowdfunding portals under the SEC’s Regulation Crowdfunding and FINRA’s Funding Portal Rules.
Last updated March 31, 2021
Guidance on communications prior to and during a Regulation CF offering
Our memo offers guidance on what issuers can and cannot say about their offering and how to properly comply with the SEC’s rules on communications related to Regulation CF offerings.
Last Updated: March 24, 2021
New Rule 506(c): General Solicitation in Regulation D Offerings
On August 29, 2012 the SEC in effect created an entirely new type of offering not subject to registration under the Securities Act of 1933.
Rule 506/Section 4(a)(6)/Regulation A comparison
ICO and STO compliance with corporate and securities law
Issuer-Dealer and Agent Registration Requirements for Issuers Not Utilizing a Registered Broker-Dealer for Offers and Sales of Securities under Tier 2 of Regulation A
This memo summarizes the requirements for registering as an issuer-dealer in those states in which issuer-dealer and agent registration is required for an offering of securities under Tier 2 of Regulation A without the use of a registered broker-dealer. The recent update includes additional content regarding state review of notice filings.
Last updated February 12, 2024.
Who is a “Covered Person” for the SEC’s Bad Actor Disqualifications?
Memo detailing who the SEC defines as covered persons liable for “Bad Actor” disqualifications.
PDF
Section 17(b) Best Practices
Best practices for 17(b) disclosure by online investment platforms and other parties.
Communications and publicity by issuers prior to and during a Regulation CF offering
Best practices for 17(b) disclosure by online investment platforms and other parties
CrowdCheck
Blog
ICO and STO compliance with corporate and securities laws
This is the most current version of our memo summarizing some of the challenges in applying securities laws to ICOs. Updated 9/26/2018
Concurrent online offerings
An overview of how to prepare for and manage both concurrent offerings and consecutive offerings.
Communications and publicity by crowdfunding portals
An overview of the rules and regulations governing communications made by crowdfunding portals under the SEC’s Regulation Crowdfunding and FINRA’s Funding Portal Rules.
Last updated March 31, 2021
Regulation A and shareholder liquidity
After a company has done a Regulation A offering, how can its shareholders sell their shares?
Memo on Final Regulation Crowdfunding Adopted by the SEC
SEC adopts regulations implementing “Regulation Crowdfunding” under Section 4(a)(6) of the Securities Act.
Guidance on communications prior to and during a Regulation CF offering
Our memo offers guidance on what issuers can and cannot say about their offering and how to properly comply with the SEC’s rules on communications related to Regulation CF offerings.
Last Updated: March 24, 2021
Memo on 506(c) and Bad Actor Rule Adoption
Our analysis of the SEC’s final rules for 506(c) and Bad Actor exclusion, as well as their newly proposed rule on disclosure.
New Rule 506(c): General Solicitation in Regulation D Offerings
On August 29, 2012 the SEC in effect created an entirely new type of offering not subject to registration under the Securities Act of 1933.
The Crowdfund Act of 2012
A summary of law and major issues raised in “pre-comments” to the SEC in The Crowdfund Act of 2012 (Title III of The JOBS Act).
Crowdfunding in the United States
A general outline to crowdfunding in the US.
Memo on Proposed “Regulation Crowdfunding” Under Section 4(a)(6) of the Securities Act
Our analysis of proposed “regulation crowdfunding” under section 4(a)(6) of the securities act
Comparison of Offerings under Rule 506, Crowdfunding, and Regulation A (Updated 2021)
A chart to easily compare the requirements and conditions of offering securities under Rule 506 of Regulation D, Regulation Crowdfunding, and Regulation A.
PDF
SEC Adopts “Regulation Crowdfunding”
Published in Bloomberg BNA Securities Regulation & Law Report
Issuer-Dealer and Agent Registration Requirements for Issuers Not Utilizing a Registered Broker-Dealer for Offers and Sales of Securities under Tier 2 of Regulation A
This memo summarizes the requirements for registering as an issuer-dealer in those states in which issuer-dealer and agent registration is required for an offering of securities under Tier 2 of Regulation A without the use of a registered broker-dealer. The recent update includes additional content regarding state review of notice filings.
Last updated February 12, 2024.
Section 17(b) Best Practices
Best practices for 17(b) disclosure by online investment platforms and other parties.
What is Regulation A?
In this memo, CrowdCheck provides an overview of the final rules adopted by the SEC on March 25, 2015 that create the two tier structure for small public offerings qualified under Regulation A.
Category Three and EB-5: Compliance with Regulation S
Who is a “Covered Person” for the SEC’s Bad Actor Disqualifications?
Memo detailing who the SEC defines as covered persons liable for “Bad Actor” disqualifications.
PDF
Summary of Proposed Intrastate Crowdfunding Exemptions
A summary chart that compares the requirements and conditions of proposed intrastate crowdfunding laws and regulations. This chart will be updated periodically as exemptions are introduced, amended, and enacted.
Summary of Enacted Intrastate Crowdfunding Exemptions
A summary chart that compares the requirements and conditions of enacted intrastate crowdfunding laws and regulations. This chart will be updated periodically as exemptions are introduced, amended, and enacted.
Comment Letter With Respect to Certain Disclosure Aspects of Proposed Regulation Crowdfunding
Our comment letter submitted to the SEC regarding issues that may arise under the disclosure requirements of proposed Regulation Crowdfunding.