EmergingEnterpriseCenter News

Federal Judge Reconsiders Securities Claims Against GE And Identifies Three Categories Of Statements That Are Not Actionable Under Federal Securities Laws

Wed, 16 May 2012 15:50:00 GMT

In a consolidated class action in the Manhattan federal court, General Electric and more than 40 other defendants, including CEO Jeffrey Immelt, CFO Keith Sherin, other officers, directors and various underwriters are accused of violating the [more... ]

JOBS Act Establishes New Thresholds for Registration Under the Exchange Act

Wed, 09 May 2012 16:20:00 GMT

JOBS Act Client Alert – Rules 506 of Regulation D and 144A

Wed, 02 May 2012 10:55:00 GMT

The JOBS Act (the “Act”), signed into law on April 5, 2012, promises to have a significant impact on two popular exemptions to registration of securities under federal securities laws. Currently, any issuer intending to rely on either Rule 506 of Regulation D or Rule 144A cannot engage in any general solicitation or advertising to attract investors. [more... ]

JOBS Act Eases IPO Process and Public Reporting Requirements for Emerging Growth Companies

Fri, 27 Apr 2012 14:56:00 GMT

On April 5, 2012, the JOBS Act was signed into law, culminating a bipartisan effort by Congress to ease restrictions on capital raising that have affected and guided companies and investors for decades. The JOBS Act is intended to help small businesses and startups grow and create jobs by, among other things, creating a new class of issuer, the “Emerging Growth Company,” and treating this class favorably compared to other pre-Act companies that have similar characteristics. As noted in our April 6, 2012 alert summarizing the major features of the JOBS Act, the JOBS Act changes the ways for new companies to go public. [more... ]

Patenting: A Guidebook For Patenting in a Post-America Invents Act World

Thu, 26 Apr 2012 08:56:00 GMT

Patenting: A Guidebook For Patenting in a Post-America Invents Act World

by Beth E. Arnold

Patenting generally offers a superior means for legally protecting most inventions, particularly since:

Copyright, when available, does not provide a broad scope of protection; and
The ability to effectively protect an invention as a trade secret is in constant jeopardy, due to publication or oral disclosure.

Unfortunately, the patenting process can be complicated, time-intensive and costly. However, costs can often be minimized and opportunities to establish value in products and technology maximized if professionals with an understanding of the patenting process are actively involved throughout. This book is intended to provide the necessary perspective.

The JOBS Act: Implications for Private Fund Advisers

Tue, 24 Apr 2012 12:00:00 GMT

On April 5, 2012, President Obama signed into law the Jumpstart Our Business Startups (“JOBS”) Act, which includes many regulatory changes aimed at relaxing hurdles to capital raising activities of start-up companies and other small businesses. Of particular importance to investment advisers to private investment funds is Title II of the Act—“Access to Capital for Job Creators”—which directs the Securities and Exchange Commission (“SEC”) to amend, within 90 days of enactment of the JOBS Act, its rules under Regulation D under the Securities Act of 1933, in order to eliminate the prohibition against general solicitation or advertising in connection with private placements conducted under Rule 506 of Regulation D (the private placement exemption relied on by most private funds), provided that such offerings satisfy certain specified investor qualification requirements. As a result, many private investment funds may have significantly greater flexibility to market the fund to qualified investors. [more...]

JOBS Act – Small Company Capital Formation – Regulation A+

Tue, 24 Apr 2012 10:46:00 GMT

On April 5, 2012, President Obama signed the JOBS Act, the culmination of a bipartisan effort by Congress to ease restrictions on capital raising that have affected and guided companies and investors for decades. The Act, among other things, creates a new exemption from registration under the Securities Act of 1933, colloquially known as “Regulation A+”. [more... ]

CFTC Repeals Rule 4.13(a)(4) Exemption from Registration and Amends Rule 4.13(a)(3)

Thu, 19 Apr 2012 13:50:00 GMT

As noted in our earlier client alert, the U.S. Commodity Futures Trading Commission (the “CFTC”) recently adopted a final rule that, among other changes, rescinds the exemption from registration currently available under CFTC Rule 4.13(a)(4). Rule 4.13(a)(4) was commonly relied upon by managers of 3(c)(7) funds to avoid the need to register under, and operate the fund in compliance with, the Commodity Exchange Act. The CFTC has also made important changes to Rule 4.13(a)(3), the so-called “de minimis exemption,” as discussed below. [more...]

Crowdfunding: A New Way to Raise Capital Or A Cut-Back in Investor Protection?

Thu, 19 Apr 2012 10:54:00 GMT

“Crowdsourcing” and “crowdfunding” have become popular terms for harnessing the power of the “crowd” (that is, the general public) to solve problems. On April 5, 2012, President Obama signed into law the Jumpstart Our Business Startups Act (JOBS Act) and, in so doing, brought the popular fundraising technique known as crowdfunding into an unexpected arena: capital raising. Title III of the Act covers crowdfunding of securities. Its provisions allow companies to raise limited amounts of capital from a large pool of investors by adding an exemption from the registration requirements of the Securities Act of 1933. While some provisions of the Act have already taken effect, the SEC has 270 days to promulgate rules to implement the crowdfunding provisions. [more... ]

Carrots and Sticks: New USPTO Initiative Encourages More Efficient Patent Examination

Tue, 10 Apr 2012 12:50:00 GMT

Good news for patent applicants: the U.S. Patent and Trademark Office (USPTO) is pilot-testing a relaxation in patent examination procedures that could significantly reduce the cost of pursuing a patent application, and pave the way to quicker patent grant. [more...]