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Comment by EGreg

For the statutory law, I have found after many years of experience that it’s very worth it to take 8-16 hours and read the actual statutes. Such as the Securities and Exchange Act, Reg S and the recent JOBS Act changes should be required reading for startup CEOs raising money. Sure, you won’t get all the case law nor the later additions, but you’ll understand what the overall framework is. Then you can discuss specifics with a lawyer. Also if you’re a startup, some lawyers may take an advisor equity in exchange for 4 hours a month or so.

What led me to this conclusion is that after years and years of asking random questions while lawyers set everything up, I kept discovering new things about the exchange act until I just read it.

There are standard docs these days on docracy and other sites for most things. The JOBS Act has simplified fundraising quite a bit for startups. Especially if you use rule 506b for friends and family, you can later choose to go the VC route OR use rule 506c or Reg CF for access to liquidity using public solicitation.

EXPERIMENTAL SECTION:

A final note about security tokens. An obscure but very useful fact is that non-equity securities do not have a limit on how many investors you can have, before you must become a publicly reporting company. And selling to NON US investors they may be able to trade your securities after 40 days. However, their local jurisdiction may have other ideas, and this is one of those areas where you can either try to abide by all local laws in theory, or in practice take advantage of the fact that, in early stages, governments of foreign jurisdictions aren’t going to waste too much political capital on long-arm actions to go after US corporations because they failed to prevent an overseas investor from selling their securities early.

I am not a lawyer!!

parent EGreg 7 years ago

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