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Seminole Securities And Business Law Blog

Helping you with the beginning of your business

For some, starting a business is a lifelong goal. It can take much time to save up the money to start such an endeavor; however, when the time finally comes to put this dream into motion, there are various legal steps to take to ensure it can go as smoothly as possible. This also helps ensure your rights are protected as well as your business.

When starting a business, it is vital to determine what type of business you want to form. Additionally, those seeking to start a business in Florida and any other state in the nation should take the time to make a business plan. While this might seem daunting and intimidating, it is possible to complete these important and necessary steps with legal assistance.

Structuring a private security placement

If your startup business has progressed to the point where an infusion of capital is required, one means of obtaining investment capital is to offer a private placement of securities. A private placement may involve an offering of stock, limited liability company membership interests or some other type of investment contract constituting an ownership interest in the company or it can be in the form of a debenture, which is corporate debt.

Many entrepreneurs seek to apply the same "can do" spirit to their offerings and attempt to structure them on their own. This well-intentioned effort can be very risky due to the highly complex nature of state and federal securities laws. Compliance with applicable laws, rules and regulations such as federal Regulation D and various states' blue sky laws, is not optional.  Having counsel who is experienced in assisting clients with securities offerings is essential to such regulatory compliance and the goal of presenting a professional image for your company.

SEC launches new online tool to help investors avoid fraud

When an investor is approached about buying securities, he or she does not always know what they need to about the person or entity who is trying to make the sale. This can be particularly troubling if an individual has failed to toe the line with respect to regulatory compliance or did something else to make them the subject of an enforcement action. Fortunately, the Securities and Exchange Commission (SEC) is about to make it easier for potential investors to perform due diligence.

Earlier this month the SEC announced the launch of the SEC Action Lookup for Individuals (SALI) tool. With SALI, a potential investor can search for an individual using his or her first and last name. The results will show individuals - both registered and unregistered - who are named parties to enforcement actions and who have had federal court judgments or SEC orders filed against them.

Why do companies pursue a reverse merger?

A reverse merger can be a relatively easy way for a company to transition from privately-owned to publicly-owned and providing liquidity to its shareholders.

This liquidity and public market access provides the private company’s shareholders with an “exit strategy” to sell their equity interests.

We help entrepreneurs launch their enterprises

Committing to starting a new business in Florida is a big decision. Perhaps, one struggled with finding just the right product, so that they would feel comfortable setting out on their own. Or, maybe they have always known what type of business they wanted to start and are now ready to get it going. On the other hand, one may have been suddenly inspired by an idea or an epiphany. Whatever it is that has motivated to start a business, they have already done much of the difficult ideation. Now, it is time to make it real.

This is where the assistance of an experienced, transactional business attorney can be a tremendous help. A seasoned lawyer can explain the different types of business entities available, such as corporations, partnerships and limited liability companies (LLCs). Choosing the entity that is a major decision.

Regulators turn their sights on virtual currencies

In the last few years, cryptocurrencies have been big news and big business in Florida. Although they have gone fairly unregulated thus far, private sector experts and government regulators have fueled speculation about how government and business will ultimately regard cryptocurrencies -- and how they may be regulated. In some instances, cryptocurrencies may be treated as a currency, and in others, they may be seen as securities and subjected to regulatory compliance.

In a New York Times interview, Gary Gensler -- a former Goldman Sachs partner and top financial regulator during the Obama administration -- voiced his own opinions about how he envisions blockchain technology and cryptocurrencies will be treated by government regulators. Gensler believes that Bitcoin and similar currencies will escape securities regulation. Other such virtual currencies include Litecoin and Monero.

Guidelines for cybersecurity disclosures from the SEC

The Securities and Exchange Commission unanimously voted to adopt cybersecurity interpretive guidance. Designed to assist public companies in preparing disclosures, the guidelines encourage robust disclosure regarding risks and incidents. In addition to information about lawful disclosure obligations, the guidance addresses the importance of company policies and procedures for cybersecurity threats.

The rise of cyber threats

SEC halted trading on 3 companies involved in cryptocurrency

In mid February, the Securities and Exchange Commission (SEC) suspended trading for three companies in relation to cryptocurrency and blockchain technology. The SEC initiated the suspension after questions about the companies’ operations and asset valuation arose.

Trading suspension

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