Last month, the SEC filed charges against the former CEO of Jammin’ Java, Shane Whittle.1 Jammin’ Java Corp., doing business as Marley Coffee, is a publicly traded U.S.-based coffee company listed on OTC exchanges.2 The SEC complaint, filed in the Central District of California, accuses Whittle and several accomplices of running a bold and intricate…
Tag: Securities and Exchange Commission
Anti-Money Laundering in Crowdfunding: Update Pursuant to Final Rule
This blog post is written as an update to a Note previously published in the Michigan Business and Entrepreneurial Law Review on anti-money laundering (“AML”) regulation in crowdfunding.1 The Original Note analyzed proposed crowdfunding rules published on November 5, 2013 by the Securities and Exchange Commission (SEC).2 This update is based on the final rule,…
Regulation FD & Social Media: Part II – Risks
The years since the U.S. Securities and Exchange Commission introduced Regulation FD have been marked by remarkable developments in technology. Between 2000 and the present, investors have logged onto Facebook and Twitter, called-in trades on smartphones, and checked quotes on tablets. Publicly traded companies have embraced technology. Most corporate web sites include an investor relations…
The SEC’s clarification to the unbundling rule and what it means for corporate inversions
Rule 14a-4(a)(3) of the Exchange Act of 1934 requires that the form of proxy “identify clearly and impartially each separate matter intended to be acted upon.”1 Rule 14a-4(b)(1) further requires that the form of proxy provide separate boxes for shareholders to choose between approval, disapproval or abstention “with respect to each separate matter referred to…
Easy Money? The Pitfalls of an Untested Regulation A+
The entrepreneurial community has been abuzz recently over the potential of the new Regulation A+. Finalized by the SEC pursuant to the JOBS Act and effective since June 2015, this update to the existing Regulation A exemption allows companies to seek out liquidity by offering equity to an unprecedented base of investors – the unaccredited.1….
ANHEUSER-BUSCH AND SABMILLER APPROACH A MERGER DEAL
After weeks of tense negotiations and a very public standoff between the two companies, Anheuser-Busch InBev has finally managed to convince SABMiller PLC to accept their takeover bid of $104.2 billion dollars (approximately $68 per share), meaning they are poised to “dominate much of the world’s beer market.”1 Negotiations stretched over weeks between officers of…
Regulation FD & Social Media: Part I — Background
Fifteen years ago, the U.S. Securities and Exchange Commission established Regulation FD, 17 C.F.R. § 243 – a rule intended to combat the practice of “selective disclosure” of key information to analysts or institutional investors before it is announced to the general public.1 Under Regulation FD, where an issuer “discloses material nonpublic information” to certain…
SEC Regulation of Public Marijuana-Related Companies
In 1996, the California legislature passed the Compassionate Use Act, allowing an individual to obtain a “caregivers license” to engage in the sale and distribution of marijuana to medically prescribed patients1. In the decades following, twenty-four states and the District of Columbia have set up systems for the sale and distribution of marijuana for medical…
In SEC’s Whistleblower Program, Will Confidentiality Prove Counterproductive?
Early last month, in a heavily censored report, the U.S. Securities and Exchange Commission (SEC) publicly announced an award of roughly half a million dollars to [redacted], who reported original information about [redacted] that occurred at [redacted] over the course of [redacted].1 Needless to say, the entire case remains shrouded in mystery. Moreover, this announcement came just months…
Stock Markets Move Towards Sidelining Shareholders
As the dust settles on Alibaba’s IPO, the single largest initial public offering to date, experts have turned their attention to a less-celebrated aspect: the relative lack of shareholder control in firm operations. Alibaba listed on the NYSE, an unexpected choice over the Hong Kong Stock Exchange1 Although every Alibaba share technically has equal rights,…