Types of Reg D Securities Sales – William Rosellini

The two general types of Reg D securities sales are: (1) Equity, and (2) Debt. These can also be combined into a Convertible hybrid of the two (see #3 below). 1. Equity  An equity offering is where ...

Capital Raising in the U.S – Analyzing Offerings Using Reg D Exemption – William Rosellini

Division of Economic and Risk Analysis (DERA) U.S. Securities and Exchange Commission By William Rosellini – In 2012, we issued a report on capital raising in the U.S. through unregistered ...

Basic Share Structuring

To start a Regulation D private securities sale you will need to start by developing an investment structure. The basic share structure should detail what the investors will get in return for their ...

Facebook’s Use of Regulation D – William Rosellini

By William Rosellini – Facebook’s use of Regulation D was vital to their success. If you’re like us you’re probably wondering how Facebook got started. Well, according to the SEC’s archives, ...

Regulation D Rule 508 – William Rosellini

Section 230.508 – Insignificant deviations from a term, condition or requirement of Regulation D. (a) A failure to comply with a term, condition or requirement of §230.504 or §230.506 will not ...

Regulation D Rule 507 – William Rosellini

Section 230.507 – Disqualifying provision relating to exemptions under §§230.504 and 230.506. (a) No exemption under §230.504 or §230.506 shall be available for an issuer if such issuer, any of its ...

Regulation D Rule 506 – William Rosellini

Section 230.506 – Exemption for limited offers and sales without regard to dollar amount of offering. (a) Exemption. Offers and sales of securities by an issuer that satisfy the conditions in ...

Regulation D – William Rosellini

Regulation D Private Securities Offerings By William Rosellini – Under the federal securities laws, any offer or sale of a security must either be registered with the SEC or meet an exemption. ...

Regulation D Rule 504 – William Rosellini

Section 230.504 – Exemption for limited offerings and sales of securities not exceeding $5,000,000. (a) Exemption. Offers and sales of securities that satisfy the conditions in paragraph (b) of§ ...

Regulation D Rule 503 – William Rosellini

Section 230.503 – Filing of notice of sales. (a) When notice of sales on Form D is required and permitted to be filed. (1) An issuer offering or selling securities in reliance on §230.504 or §230 ...

Reg D Basics – William Rosellini

William Rosellini – “Regulation D” (or Reg D) is a United States Federal program created under the Securities Act of 1933, indoctrinated in 1982, that allows companies the ability to raise ...

Regulation D Rule 502 – William Rosellini

Section 230.502 – General conditions to be met. By William Rosellini – The following conditions shall be applicable to offers and sales made under Regulation D (§230.500 et seq. of this) ...

Regulation D Rule 501 – William Rosellini

Section 230.501 – Definitions and terms used in Regulation D. By William Rosellini – As used in Regulation D (§230.500 et seq. of this chapter), the following terms shall have the meaning ...

Private Securities Sales – William Rosellini

The two general types of Regulation D capital raises: (1) Equity, and (2) Debt. These can also be combined into a Convertible hybrid of the two (see #3 below). 1. Equity An equity offering is where ...

Regulation D Rule 500 – William Rosellini

Section 230.500 – Use of Regulation D. By William Rosellini – Users of Regulation D (§§230.500 et seq.) should note the following: ...

Regulation D Forms & Filings – William Rosellini

By William Rosellini – To start a Reg D Private Stock Sale (or a Note Offering) one needs to map-out a ‘Return On Investment’ scenario (“ROI”) for potential investors, i.e., what they’re going ...

EDGAR Filing System – William Rosellini

By William Rosellini – Companies that sell private or public securities to raise capital must file the appropriate documents with the SEC through their EDGAR system. To get started issuers ...

List of State Securities Regulators – William Rosellini

State securities regulators have individual websites with important information. Click the state to visit the website of each agency. United States ...

Dodd-Frank Act of 2010 – William Rosellini

Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 William Rosellini – The Dodd-Frank Wall Street Reform and Consumer Protection Act was signed into law on July 21, 2010 by ...

Startups Act of 2012 – William Rosellini

By William Rosellini – The Jumpstart Our Business Startups Act (the “JOBS Act”) was enacted on April 5, 2012. The JOBS Act aims to help businesses raise funds in public capital markets by ...

Securities Act of 1933 – William Rosellini

The Securities Act Often referred to as the “truth in securities” law, the Securities Act of 1933 has two basic objectives: ...

Securities Exchange Act of 1934 – William Rosellini

Securities Exchange Act With this Act, Congress created the Securities and Exchange Commission. The Act empowers the SEC with broad authority over all aspects of the securities industry. This ...

Trust Indenture Act of 1939 – William Rosellini

Trust Indenture Act This Act applies to debt securities such as bonds, debentures, and notes that are offered for public sale. Even though such securities may be registered under the Securities Act, ...

Investment Company Act of 1940 – William Rosellini

By William Rosellini – This Act regulates the organization of companies, including mutual funds, that engage primarily in investing, reinvesting, and trading in securities, and whose own ...

Investment Advisors Act of 1940 – William Rosellini

By William Rosellini – This law regulates investment advisers. With certain exceptions, this Act requires that firms or sole practitioners compensated for advising others about securities ...

Sarbanes-Oxley Act of 2002 – William Rosellini

By William Rosellini – On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002, which he characterized as “the most far reaching reforms of American business practices ...