September 3, 2020 @ 10:01 pm By Anthony Zeoli  |  

Its official, the “accredited investor” definition, which has not changed significantly since its enactment almost 40 years ago, has been massively upgraded. On August 26, 2020, the Securities and Exchange Commission (“SEC”) adopted final amendments to the “accredited investor” definition which fundamentally change and broaden… Read More

January 14, 2020 @ 1:24 pm By Anthony Zeoli  |  

While it passed somewhat under the radar with the holiday season, on December 18, 2019, the Securities and Exchange Commission (“SEC”) released a proposal to significantly amend the existing “accredited investor” definition; which is integral in determining who can participate in private securities transactions. The… Read More

May 6, 2019 @ 9:42 pm By Anthony Zeoli  |  

Here’s a question for all of you. Between coins, tokens, stamps, tickets, vouchers, and chips, which of these qualifies as a “security” under U.S. Securities laws? It’s actually a trick question, they all do! Well, technically speaking, they all could potentially qualify as securities. The… Read More

January 14, 2019 @ 9:48 pm By Anthony Zeoli  |  

While most people were busy with last minute Christmas shopping, on December 20th of last year, Representatives Warren Davidson and Darren Soto were busy finalizing and introducing the proposed new “Token Taxonomy Act” (HR 7356). The proposed Token Taxonomy Act seeks to modify both existing… Read More

July 30, 2018 @ 11:00 am By Anthony Zeoli  |  

Earlier this month the House Financial Services Committee unveiled a new bill aimed at fostering increased private investment. The “JOBS and Investor Confidence Act of 2018,” as the bill is titles, is actually a compilation of 32 individual bills. While the complete list of the… Read More

July 2, 2018 @ 8:16 am By Anthony Zeoli  |  

Through a triad of recent releases/interviews, the SEC has further clarified how it views the offering and sale of crypto assets. These guidance materials provide some really good insight on the SEC’s thinking with respect to its treatment of crypto assets; including some bright line… Read More

March 26, 2018 @ 2:33 pm By Anthony Zeoli  |  

Investment in the cryptocurrency industry is currently dominated by the use of Simple Agreements for Future Tokens (SAFTs). While SAFTs were a somewhat novel approach when they were introduced, now that cryptocurrency assets have become almost universally deemed “securities” by the SEC, the use of… Read More

March 12, 2018 @ 12:40 pm By Anthony Zeoli  |  

Following the SEC’s recent initial subpoena offerings (pun intended) targeting initial coin offering (ICO) issuers, many believe the SEC might now turn its sights toward some of the gatekeepers involved in the subject ICOs, including the attorneys. Some attorneys practicing in the ICO space have… Read More

November 28, 2017 @ 9:08 am By Anthony Zeoli  |  

If you’ve been under a rock for the last year or so, you might not know that “initial coin offerings” or ICOs are the hottest thing in the financial market today. As if the fact that the overwhelming majority of ICOs aren’t regulated in any… Read More

September 5, 2017 @ 3:59 pm By Anthony Zeoli  |  

While Regulation (Title III) Crowdfunding continues to get all of the attention, the overwhelming majority of states currently have some form of “intrastate” retail crowdfunding laws already in effect; many of which offer significantly more favorable terms to issuers and investors than the federal rules…. Read More

July 10, 2017 @ 7:45 am By Anthony Zeoli  |  

In a recent testimony to the Investor Advisory Committee of the Securities and Exchange Commission (SEC), Scott Kupor, CEO & Managing Partner of Andreessen Horowitz, a $6.5 billion multi-stage venture capital firm, gave an amazingly comprehensive and concise description of today’s vanishing IPO market, the… Read More

May 30, 2017 @ 2:25 pm By Anthony Zeoli  |  

What was previously a relatively innocuous industry sector, the financial technology (or “Fintech”) industry has exploded over the past few years. With the litany of new Fintech startups and existing Fintech businesses, and even Fintech specific incubators and accelerators popping up, the Fintech revolution is… Read More

February 15, 2017 @ 2:24 am By Anthony Zeoli  |  

Start-ups and small businesses represent the heart of the American economy and fostering this sector is integral to continued innovation and job growth in the U.S.  Access to capital however, is always a critical issue for these types of businesses and angel investors often represent… Read More

January 18, 2017 @ 2:35 pm By Anthony Zeoli  |  

While it took longer than expected to get here, Crowdfunding for Illinois businesses is now officially up and running and its full steam ahead. To mark the occasion, a joint press conference was held yesterday at local incubator 1871 which I was privileged to be… Read More

December 12, 2016 @ 4:30 pm By Anthony Zeoli  |  

2016 brought with it many developments in the crowdfunding industry, most notably the introduction of the long-awaited Title III crowdfunding. While admittedly not all crowdfunding legislation passed  was as influential, there have been significant strides made to improve existing securities regulations and to continue prying… Read More

October 23, 2016 @ 12:59 pm By Anthony Zeoli  |  

Almost a year ago, the SEC proposed certain amendments to the current Rule 147 which were intended to help foster, and increase the viability of, Intrastate crowdfunding. While little has been heard about these amendments since their release (except from Intrastate proponents like me of… Read More

October 6, 2016 @ 4:00 pm By Anthony Zeoli  |  

While I have kept both my statutory summary pages and comparative summaries relatively up to date, it has been quite a while since I have done an editorial update on Intrastate Crowdfunding. With the increased number of active Intrastate regulations, as well as the growing… Read More

September 11, 2016 @ 12:57 pm By Anthony Zeoli  |  

Now I don’t usually use this forum to discuss particular crowdfunding offerings. However, after seeing a recent MSNBC piece on DSTLD, and their current Regulation A+ equity offering, I simply had to highlight their truly model story. I believe many wannabe Reg A+ issuers could… Read More

September 8, 2016 @ 12:00 pm By Anthony Zeoli  |  

In connection with a private offering of securities the issuer will provide potential investors with some form of disclosure document. Regardless of what type of offering it is (e.g. Rule 506, Title III, Intrastate, or other private offering), the intent of this disclosure document is… Read More

July 28, 2016 @ 5:45 pm By Anthony Zeoli  |  

In early June, the U.S. House of Representatives, Financial Services Committee, approved the “Fix Crowdfunding Act” bill (HR 4855). Maybe it’s the title of the bill that is misleading, but since then I have seen multiple articles which incorrectly describe what this legislation, if fully… Read More