uSAOver the last few months I have had the chance to speak to entrepreneurs from Brazil, China, Estonia, France, Germany, Guatemala, Israel, Norway, Singapore and Ukraine seeking to operate and solicit investment here in the U.S.  As an attorney, I’m expected to focus on best legal practices.  They’re indeed important, but perhaps not worth quite so much energy if the company isn’t on a course to succeed as a business.

Among my first questions, I’m curious to know what a company has, why it’s great, who’s willing to pay, and how much.  Then, I explore other challenges facing the business.

For start-up companies that still want to talk, here’s my simplified rundown of business and legal items (for information purposes only, not legal advice):


Continue Reading U.S. Market Entry Top 10

The SEC has adopted new rules which would permit companies to offer and sell securities through online crowdfunding. Crowdfunding is a method of raising capital by monetary contributions from a large number of people, usually through the Internet. The new rules will allow small businesses and entrepreneurs to more easily raise capital, and will permit average citizens to invest in startups and early stage businesses. Companies are no longer required to offer securities only to accredited investors; now, anyone can participate in an equity offering, subject to certain investment limits. The new rules were enabled by the 2012 JOBS Act, which created an exemption to the existing securities laws to make equity crowdfunding possible. The SEC has been working on crafting new rules since that time. (These new crowdfunding rules should not be confused with, and do not replace, other rules adopted pursuant to the JOBS Act several years ago that expanded the ability of issuers to raise capital using Rule 506 0f Regulation D.)

Continue Reading SEC Permits Companies to Sell Securities Through Crowdfunding