Securities Law Issues Relating to Equity Investing Platforms

(175 Ratings)

Produced on: March 21, 2017

Course Format On Demand Audio

Taught by

Categories:

Course Description

Time 65 minutes
Difficulty Intermediate

The Internet of Things has seen a recent eruption of online equity investing platforms. Names like AngelList, SeedInvest, FundersClub and CircleUp are becoming increasingly commonplace in the private equity world.  

This growth has been fueled in recent years by technological progress as well as the clarification from securities regulators, overhaul of existing securities registration exemptions, such as Rule 506, and the passage of new securities registration exemptions, such as Regulation Crowdfunding.

If you advise an online equity investing platform or are thinking about launching an online platform of your own, you need to be aware of the relevant federal and state securities laws. For example, depending on the securities registration exemption you intend to use, you may have to register the platform as a broker-dealer, a funding portal or an investment adviser, each of which involves ongoing compliance requirements.  

You will also have to be cognizant of the restrictions accompanying the different types of securities registration exemptions issuers will rely on when offering securities on the platform, from intrastate crowdfunding to Regulation A+.

Join attorneys Arina Shulga, founder of Shulga Law Firm PC, and Gary J. Ross, founder of Jackson Ross Law PLLC, as they break down the securities laws issues relating to equity investing platforms.


Learning Objectives: 

  1. Identify current trends in online equity investing platforms and the major players
  2. Appreciate the difference between establishing an online equity platform and other types of pooled investment vehicles, such as mutual funds, REITs or exchange-traded funds
  3. Understand the broker-dealer and investment adviser models of equity investing platforms, including registration, compensation and compliance concerns
  4. Discuss securities law exemptions available to online investment platforms, such as Rule 4(c) and the related SEC No-Action Letters
  5. Navigate intermediary requirements under Regulation Crowdfunding, including registration, fraud prevention and communications with investors
  6. Advise platforms on investment restrictions with respect to Regulation Crowdfunding, intrastate crowdfunding, and Regulation D and Regulation A+ offerings

Faculty

Arina Shulga

Ross & Shulga PLLC

Arina Shulga is a corporate and securities attorney with significant experience in startup law, securities offerings and SEC reporting obligations, cross-border transactions, corporate governance, private and public company representation, periodic reporting filings for public companies, business entity formation, licensing, contracts and employment-related agreements. She is experienced with advising small to mid-sized companies on formation, contract review and negotiation, private placement of securities, intellectual property matters and internal governance issues.

Ms. Shulga holds a J.D. degree from the University of Pennsylvania Law School (summa cum laude), a Certificate of Study in Business Policy and Management from The Wharton School of Business, a B.A. degree from Mount Holyoke College (magna cum laude), and an International Baccalaureate degree from the Lester B. Pearson United World College of the Pacific.

After graduating from Penn Law, Ms. Shulga joined Cleary Gottlieb Steen & Hamilton LLP. For the next seven years, Ms. Shulga represented a wide range of clients, from individuals and startups to the Fortune 500 companies in a variety of industries, including financial services, banking, technology, fashion, apparel, entertainment and health care.  

Ms. Shulga advised public companies on preparation and filing of periodic reports with the Securities and Exchange Commission; represented investors, issuers, underwriters and selling stockholders in private and registered securities offerings, including IPOs, convertible debt offerings, high yield debt offerings, and A/B exchange offers; advised companies on compliance with contractual obligations, internal restructurings and joint ventures; and represented companies and their advisors in tender offers, consent solicitations and leveraged buy-out transactions.  Ms. Shulga launched Shulga Law Firm in 2010, and since then has represented entrepreneurs, startups, mid-sized companies, employees and investors.

Ms. Shulga authors a blog about legal issues affecting small business owners at http://www.businesslawpost.com.


Gary J. Ross

Ross & Shulga PLLC

Gary J. Ross has advised both small businesses and large Fortune 500 companies on a variety of transactional, disclosure, corporate governance and compliance matters.  He co-founded Ross & Shulga PLLC in 2017, a boutique law firm that focuses on corporate and securities law, investment funds, cryptocurrencies, crowdfunding and startup law.  Gary previously had his own firm, Jackson Ross, for four years, and previous to that he worked in the Corporate Transactions & Securities and Capital Markets practice groups at Sidley Austin LLP and Alston & Bird LLP.  

From 2009 to 2012, Gary served in the U.S. Department of the Treasury, where he managed conflicts of interest issues pertaining to contractors and financial agents engaged by Treasury to provide asset management, advisory, and other services relating to the Troubled Asset Relief Program (TARP). In that capacity, he developed and recommended compliance standards and regulation interpretation guidelines and designed the on-site testing carried out by the TARP audit department, during which he served as the subject matter specialist.  He also helped draft the federal regulation for conflicts of interests as they pertained to TARP, and prepared the official conflicts of interest responses to Special Inspector General of the Troubled Asset Relief Program (SIGTARP) inquiries.  

Mr. Ross is an adjunct professor at Seton Hall Law School and has lectured at schools such as Penn State Dickinson Law. He has been quoted in articles in MarketWatch, Corporate Counsel, The New York Times and the Associated Press.

Gary received his J.D. from Northwestern Law School in 2004 and earned a B.B.A. from the University of Miami in 1994.  Prior to attending law school, Gary worked as a Case Manager for the Tennessee Department of Human Services.

Gary is admitted to practice law in New York, the District of Columbia, and Georgia.

(Website www.RSglobal.law)

Reviews

PM
Peter M.

Fasten your seat belts. This was the first refresher course that I have had since a class with Louie Loss. This course was so good that I will need to review it again. I wish there were an extra hour where the speakers would go back over the high points. This course was truly "MECE"-mutually exclusive and collectively exhaustive. Congratulations!! Peter Monroe

DB
Dwight B.

great

JC
Jennifer C.

very interesting class...

JN
Josh N.

Very informative

DW
David W.

Gary was superb.

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