Category Archives: Securities
Finders, Broker-Dealers, and Florida Enforcement Risk: The Hidden Trap in Capital Raises
Many Florida businesses take care to structure securities offerings correctly by selecting appropriate exemptions, preparing compliant disclosure materials, and submitting required filings. Yet one of the most common and most dangerous sources of enforcement risk has nothing to do with the offering documents themselves. It arises from how investors are introduced to the deal…. Read More »
Florida Notice Filings Under Rule 506: What Issuers Still Must Do After Federal Preemption
One of the most common and costly misunderstandings in private securities offerings is the belief that federal preemption under Regulation D eliminates all state-level obligations. Florida issuers relying on Rule 506(b) or Rule 506(c) quickly learn that while federal law limits substantive state review, it does not eliminate Florida’s authority altogether. In practice, this… Read More »
Florida Securities Regulation vs. Federal Oversight: When Must a Business Comply With Both?
Businesses raising capital often assume securities compliance is a single-track exercise: either federal law applies or state law applies. In reality, securities regulation is a layered system, and many Florida companies are required to comply with both federal securities laws and Florida’s own regulatory framework at the same time. Understanding when dual compliance is… Read More »
Crowdfunding Under Regulation CF: Legal Considerations for Florida Startups Seeking Capital
How to Raise Up to $5 Million Without Traditional Venture Capital For early-stage companies in Florida, raising capital can be one of the most daunting challenges in launching or scaling a business. Traditional venture capital is often out of reach, and small business loans may come with personal guarantees or rigid underwriting criteria. Regulation… Read More »
Navigating Rule 144: When and How Restricted Securities Can Be Resold Without SEC Registration
Liquidity Options for Private Company Stakeholders For founders, early investors, and employees of private companies, equity can represent the lion’s share of personal wealth. Yet turning that equity into liquid assets isn’t always straightforward, especially when the securities in question are “restricted” under federal securities laws. Fortunately, Rule 144 of the Securities Act of… Read More »
The SEC’s Cybersecurity Rules: What They Mean for Florida Public Companies and Reg A Issuers
Navigating Cyber Disclosure Obligations in a Risk-Intensive Digital Era Cybersecurity is no longer just a technology issue—it is now a material concern for investors, regulators, and corporate leadership. In 2023, the U.S. Securities and Exchange Commission (SEC) adopted enhanced cybersecurity disclosure rules that significantly reshape the reporting landscape for public companies. These rules also… Read More »
When Investors Sue: Common Triggers for Securities Fraud Claims in Florida and How to Avoid Them
Understanding Securities Fraud Exposure for Founders and Managing Members Florida’s business climate is known for innovation, entrepreneurship, and investment. Yet with those opportunities come significant legal obligations, especially when soliciting funds from investors. Even the most well-intentioned founders and managing members can find themselves at the center of a securities fraud claim if they… Read More »
Navigating Regulation D: Maximizing the Benefits of Rule 506 Offerings for Private Companies
For private companies seeking to raise capital efficiently, understanding and strategically utilizing Regulation D under the Securities Act of 1933—particularly Rule 506—is essential. Rule 506 offerings represent one of the most popular private placement exemptions available today, allowing businesses to raise unlimited amounts of capital from accredited investors without undergoing the costly and time-consuming… Read More »
Coinbase Must Face SEC Lawsuit
The U.S. Securities & Exchange Commission (SEC) has made it their mission to crack down on aspects of the cryptocurrency industry in recent months and years, intending to regulate it more strictly for the benefit of its investors. In 2023, the commission charged Coinbase, the world’s largest publicly traded cryptocurrency exchange platform, with operating… Read More »
What Is The Howey Test & How Does It Affect Securities?
The body of law that regulates securities in the United States has been steadily built up since the creation of the Securities & Exchange Commission (SEC) in 1934. One of the most foundational aspects of securities law comes from a U.S. Supreme Court case, SEC v. W.J. Howey & Co, decided in 1946. Howey… Read More »
