Explore the vast range of titles available.

Crowdfunding is a capital formation strategy that raises small amounts of funds from a large group of people through online means. Currently, this fundraising strategy depends on contributions from donors who do not share ownership of the project, but rather only receive token gifts. Due to the successes of raising funds through crowdfunding to jumpstart businesses, many groups and entrepreneurs have aspired to conduct crowdfunding that would offer equity interests as opposed to mere material rewards. These entrepreneurs urged the Securities and Exchange commission to allow businesses to raise funds through equity-based crowdfunding by exempting crowdfunding from the registration requirements of § 5 of the Securities Act of 1933. Here, Sigar discusses the benefits and costs of crowdfunding and examine whether, in light of Regulation D's ban on general solicitation in an analogous context and the statutory safeguards introduced by the JOBS Act, there are grounds for concern over crowdfunding offerings.

Securities laws traditionally protect investors by establishing disclosure requirements for issuers under the philosophy that investors should have access to all necessary information regarding publicly available securities, which is done by the adoption of a registration process requiring issuers to disclose information on all significant factors of their businesses. By balancing the costs and benefits of existing disclosure requirements, multiple securities legislation provides for transactions that are exempted from registration. This paper offers a comparative analysis of the legislative and regulatory standards for one specific exemption from securities registration present in both the U.S. and the Brazilian capital markets: the exemption applicable to restricted offerings. These two countries, comprising the largest capital markets in North and South America, respectively, have a registration process for public offerings and also an exemption from it, depending on the size and type of the offerings as well as the sophistication of the buyers.

THE English Court of Appeal in Fons Hf v Corporal Ltd. [2014] EWCA Civ 304 has recently confirmed that the phrase “debenture” when used in a charge agreement should be given its ordinary wide meaning. Some caution should be attached to this holding. Although the word “debenture” commonly appears in legislation or in private contractual documents, the precise meaning that should be ascribed to the word varies with the context. But, if the decision in Fons can be taken as laying down a general definition of “debenture”, then it seems that any contract or legislative drafter seeking to give it a narrower meaning would have to provide specifically for that.

Section 7(a) of the Securities Act of 1933 requires a registration statement to contain the information specified in schedule A to the Act. Paragraph 29 of schedule A requires the filing of \"a copy of the opinion or opinions of counsel in respect to the legality of the issue.\" The Securities and Exchange Commission (SEC) has addressed that requirement in item 601 of Regulation S-K. Under paragraph (b)(5) of item 601, a registration statement must include as an exhibit \"an opinion of counsel as to the legality of the securities being registered, indicating whether they will, when sold, be legally issued, fully paid and non-assessable, and, if debt securities, whether they will be binding obligations of the registrant.\" Counsel to the issuer -- either inside counsel or outside counsel -- gives the opinion. The opinion on legality appears as exhibit 5 to a registration statement and is thus often referred to as an \"Exhibit 5 opinion.\" This 2013 Update examines Exhibit 5 opinions.

For years the risks of cyber threats remained obscure because companies preferred not to disclose that they had been breached and damaged. The quantum of damages would similarly remain undisclosed, and damages to customers and third parties could not be quantified. A joint security roadmap issued in September 2011 by utilities and their regulators acknowledged that threats are evolving faster than the sector's ability to develop and deploy countermeasures. Counsel advising enterprises faced with such risks will find the emergence of state regulations of smart grid cybersecurity important but limited initially to local significance. In this brief survey of legal developments in 2011-2012, the author focuses instead on events that will be binding on some enterprises and instructive for counsel in any US jurisdiction when advising clients on the extent to which cybersecurity measures should be reviewed or audited, corrected or enhanced, and the emerging higher standards that such changes may need to meet.

Small firms, especially those in developing countries, face several serious problems: (1) costs of regulation, including corruption, (2) contract enforcement, and (3) idiosyncratic risks that leave their owners with high costs of finance. To deal with these problems, it is recognized that firms exercise choice over their degree of formality. Little attention, however, has been given to the alternative strategies that firms may choose in gaining formality and dealing with these problems. This article examines the choice between two different strategies: (1) registering with official entities, and (2) participating in private associations. We develop hypotheses concerning factors that would favor one such choice over the other and then test these hypotheses with data taken from a large sample survey of Mexican microenterprises. The results provide support, in some cases strong support, for most of the hypotheses.

In 1974, the Securities and Exchange Commission adopted Securities Act Rule 146, a non-exclusive safe harbor for issuer private offerings that are exempt from registration under Securities Act § 4(2). Concerned that the Rule could impinge on long-accepted private placement practices, the American Bar Association Business Law Section's Committee on Developments in Business Financing and Committee on Federal Regulation of Securities in 1975 each issued reports on the applicable criteria for the \"private placement\" exemption under § 4(2) outside then Rule 146. This Report reviews the statutory and administrative background of the private offering exemption, analyzes the development of the safe harbor rules and cases, and sets forth what the authors believe are the principles currently governing private offerings by issuers, affiliates of issuers, and holders of securities acquired in a private offering that are not entitled to a securities exemption, a transactional exemption, or a rule-based safe harbor.

The Annotated Trust Indenture Act is the product of a project of the Committee on Trust Indentures and Indenture Trustees of the American Bar Association Section of Business Law. The primary purpose of the project was to create a tool that would be helpful to those who routinely deal with the Trust Indenture Act of 1939 (TIA), as well as those who do not routinely deal with it, including judges, members of Congress and their staffs, regulators, and compliance officers at banks with corporate trust departments. The Annotation begins with an introduction from James Gadsden, the Chair of the Committee at the inception of the project. This thorough introduction provides a valuable backdrop to the Annotation, explaining, among other things, the reasons for the enactment of the TIA and the Trust Indenture Reform Act of 1990, the only major revision to the Act since 1939.

A decade after the bombing of Air India Flight 182 in June 1985, many Canadians were shocked to learn that the Babbar Khalsa Society — a militant organization dedicated to the establishment of an independent state in northern India, members of which are believed to have planned the Air India bombing — had been granted charitable status in Canada. Although the organization's charitable status was revoked in 1996, reports also suggested that funds collected to support Sikh temples in Canada may have been diverted to support Sikh militancy in India. This article examines the relationship between charities and terrorist financing in Canada, reviewing Canada's legal framework in order to evaluate its adequacy to limit the use or misuse of charitable organizations for terrorist financing. This evaluation is based on two important considerations. First, as experience with the Babbar Khalsa Society and Sikh temple funds sadly demonstrates, effective supervision and regulation of charitable organizations is essential to prevent their being manipulated by individuals and groups who seek to exploit the legitimacy and fiscal benefits that these organizations enjoy in order to finance terrorism. Second, as many charities are small organizations with unpaid volunteers and very few have any connection with terrorist activities, charities should generally be viewed as allies in the struggle against terrorism rather than suspects. As a result, government supervision and regulation of the charitable sector should be proportionate and risk-based — emphasizing capacity building and best practices to prevent the use or misuse of charitable organizations for terrorist financing, ensuring transparency and self-regulation to the greatest extent possible, scrutinizing transactions and organizations that pose the greatest risks for terrorist links, and limiting more serious regulatory sanctions to the rare instances where charities provide support to terrorist organizations.

This report discusses third-party legal opinions on the rights that a buyer of an outstanding security or an acquirer of a security entitlement with respect to an outstanding security' acquires in a so-called secondary sale. Most secondary sales, for example sales on a stock exchange, do not involve the delivery of a legal opinion. However, some do. Underwriters in registered public offerings often request legal opinions when the offering includes outstanding securities. In addition, investors in secondary sale transactions sometimes request legal opinions when privately acquiring outstanding securities or security entitlements with respect to outstanding securities. A secondary sale opinion is based on particular facts that typically are assumed in the opinion or implied. The most important of these are the acquirer's giving of value and its lack of notice of adverse claims. The legal conclusions that flow from these facts permit lawyers to give an opinion that the acquirer is acquiring the security or security entitlement without being subject to adverse claims.