McBride Law Blog


Tagged Posts: SEC’

Two Lessons from Goldman Sachs’s $36.3 Million Penalty for Unauthorized Use and Disclosure of Confidential Supervisory Information

January 3, 2017

Previously, we discussed the Securities and Exchange Commission’s (“SEC”) order against Morgan Stanley Smith Barney LLC (“Morgan Stanley”) in connection with the company’s failure to safeguard customer information (see the SEC order here).  As we reported earlier, there have been a number of high profile data breaches lately, resulting in big administrative penalties and consent orders against violators.  The Federal Reserve Board’s (“FRB”) order on August 2, 2016 (the “order”), directing The Goldman Sachs Group, Inc. (“Goldman Sachs”) to pay a $36.3 million civil monetary penalty—significantly bigger the $1 million penalty that Morgan Stanley was ordered to pay in June—for its unauthorized use and disclosure of confidential supervisory information, is the latest such event.… Read the rest

Definition of Accredited Investor To Be Expanded? (Part I)

November 8, 2016

In our previous blog post Raising Capital Through Exempt Offerings, we talked about some of the most commonly used exemptions for securities offerings.  Of note, we mentioned that Rule 506 promulgated under Regulation D is the most widely used transactional exemption for securities offerings, used in more than 90% of all exempt offerings in the United States.[1]  To understand how exemptions under Regulation D work, it is important to understand the concept of “accredited investor,” as it is often embedded in the conditions of such exemptions. … Read the rest

SEC Enforcement Update: Morgan Stanley Agrees To Pay $1 million Penalty for Failure to Safeguard Customer Information

November 1, 2016

As many of you know, there have been a series of big data breaches recently—the BlueCross BlueShield data breach involving more than 1 million members’ subscriber information, the Anthem data breach that exposed more than 80 million patient and employee records, and the Army National Guard data breach caused by an improper handling of data transfer to a non-accredited data center by a contract employee, among others.  With all these high-profile breaches, you’d think companies, especially big corporations, would have had a chance to review their system and close any loopholes. … Read the rest

When Do You Need Securities Law Advice?

September 13, 2016

Startups and early-stage companies often ask us when they need securities law advice (other than when obviously dealing with securities).  Our answer is: as soon as you start thinking about raising capital or bringing in investors.  Here’s why.

Under the federal securities laws, a company may not offer or sell securities unless the offering has been registered with the SEC or an exemption from registration is available.  The legal definition of “security” is extremely broad and includes, among other things:

“any note, stock, treasury stock, security future, security-based swap, bond, debenture, certificate of interest or participation in any profit-sharing agreement or in any oil, gas, or other mineral royalty or lease, .… Read the rest

Shawn McBride Featured in a Huffington Post Article on Crowdfunding

July 12, 2016

On June 23, 2016, Shawn McBride was featured in a Huffington Post article titled “What the New Equity Crowdfunding Rules Mean for Business Owners and Investors.”  This article is based on the podcast interview with Deirdre Sanborn of The Ambition Project Show on the same subject, which we blogged about just this past week (here).

The Huffington Post article focuses on the implications of the new federal crowdfunding rules, which became effective as of May 16, 2016, mainly for business owners. … Read the rest

Shawn McBride Talks About Crowdfunding on the Ambition Project Show

June 22, 2016

What the New Equity Crowdfunding Rules Mean for Dallas Business Owners and Investors.

On June 22, 2016, Shawn will be featured in a podcast interview with Deirdre Sanborn of the Ambition Projects Show.  In this interview, Shawn talks about what the new federal crowdfunding rules mean for small Dallas business owners and investors.

Click here to listen to the podcast.

For a detailed analysis of the federal law and related topics, please see our previous posts “Federal Crowdfunding—Finally Here—Goes into Effect on May 16, 2016,” “Crowdfunding: Is It Right for My Business,” “Is It Time To Do Crowdfunding To Raise Money?: SEC Releases Federal Crowdfunding Final Rules,” and “An Easy Way for Texas Companies To Raise Money?Read the rest

Federal Crowdfunding Goes into Effect on May 16, 2016 (Part VI)

June 14, 2016

Fix Crowdfunding Act.  

We have been blogging about federal crowdfunding in this blog series this past month or so. As you know, Title III of the JOBS Act, also referred to as the “CROWDFUND Act (Capital Raising Online While Deterring Fraud and Unethical Non-Disclosure Act of 2012),” exempts up to $1 million crowdfunded securities from the federal registration requirement when the transaction is conducted in certain ways.[1] For a detailed analysis of the final rules, please see our previous blog series “Is It Time To Do Crowdfunding To Raise Money?: SEC Releases Federal Crowdfunding Final Rules.” Even before the final rules went into effect, however, efforts to amend Title III had been underway.… Read the rest

Federal Crowdfunding Goes into Effect on May 16, 2016 (Part V)

June 7, 2016

SEC Small Entity Compliance Guide and Compliance and Disclosure Interpretations for Issuers.

On May 13, 2016, the Securities and Exchange Commission (“SEC”) released two guidance documents on crowdfunding for issuers: “Regulation Crowdfunding: A Small Entity Compliance Guide for Issuers” and “Regulation Crowdfunding: Compliance and Disclosure Interpretations (C&DIs).” [1]  For details of the final rules, including requirements for issuers, please see our previous blog series “Is It Time To Do Crowdfunding To Raise Money?: SEC Releases Federal Crowdfunding Final Rules.” The compliance guide and C&DIs explain the final rules in plain English, some of which we highlight below.… Read the rest

All postings are intended to be planning tools to familiarize readers with some of the high-level issues discussed therein. No posting is intended to be a comprehensive discussion and additional details should be discussed with your transaction planners including attorneys, accountants, consultants, bankers and other business planners who can provide advice for your circumstances. This article should not be treated as legal advice to any person or entity.