The Law of Business

BANDIMERE v. SEC – SEC’s In-House Court System Unconstitutional in the 10th Circuit

Disclosure: My law firm, Jones & Keller, PC; in particular my partner David Zisser, associate Krystyna Wamboldt, and assistant Kaydee Carson, represented the successful petitioner, David F. Bandimere. January 23, 2017 – Administrative law judges, and administrative law courts, are nothing new. Many federal and state government agencies use “in-house” administrative law courts to adjudicate [...]

By | 2017-01-23T22:19:52+00:00 January 23rd, 2017|Uncategorized|Comments Off on BANDIMERE v. SEC – SEC’s In-House Court System Unconstitutional in the 10th Circuit

The Colorado Crowdfunding Act – The Online Intermediary (Part 2 of 2)

On April 13, 2015 Governor Hickenlooper of Colorado signed the Colorado Crowdfunding Act. The Crowdfunding Act becomes law on August 5, 2015, and on May 7, 2015 Colorado Securities Commissioner Gerald Rome said that he anticipates the regulations will be final by that date so that Colorado businesses will be able to raise money in [...]

By | 2016-12-12T03:51:59+00:00 December 12th, 2016|Uncategorized|Comments Off on The Colorado Crowdfunding Act – The Online Intermediary (Part 2 of 2)

The Colorado Crowdfunding Act – The Issuer (Part 1 of 2)

On April 13, 2015 Governor Hickenlooper signed the Colorado Crowdfunding Act into law. The Crowdfunding Act becomes law 90 days after the current legislative session adjourns (around August 5, 2015). However, raising money under the Act will not be allowed until the Colorado Securities Commissioner adopts crowdfunding regulations, so there is not yet any crowdfunding [...]

By | 2016-12-17T18:52:30+00:00 December 9th, 2016|Uncategorized|Comments Off on The Colorado Crowdfunding Act – The Issuer (Part 1 of 2)

Public Advertising of “Private Placements” – A Brave New (Risky) World

According to the SEC, in 2012 companies raised $173 billion through direct private placements, and pooled funds raised $725 billion. These offerings were conducted without public advertising. After September 23, 2013 companies and hedge funds offering their securities in private placements can now advertise the offering to the public, so long as (1) all purchasers [...]

By | 2016-12-21T05:15:56+00:00 October 9th, 2015|Uncategorized|Comments Off on Public Advertising of “Private Placements” – A Brave New (Risky) World

Recent Court Decision a Reminder of Importance of Company Records

A Massachusetts appellate court recently pierced the liability veil of a single-member limited liability company because of its failure to keep “corporate records.” According to the LLC Law Monitor, in Kosanovich v. 80 Worcester Street Associates, LLC, No. 201201 CV 001748, 2014 WL 2565959 (Mass. App. Div. May 28, 2014) the Massachusetts Appellate Division, pierced [...]

By | 2016-12-21T05:13:38+00:00 September 1st, 2015|Uncategorized|Comments Off on Recent Court Decision a Reminder of Importance of Company Records

Does Recent Delaware Case Put Final Nail in Coffin of “Zone of Insolvency” Claims?

In Quadrant Structured Products v. Vertin et al, the Delaware Court of Chancery held in an opinion issued October 1, 2014, and again confirmed in relevant part on October 28, 2014, that lenders do not have direct claims against directors of a company for breach of fiduciary duty, and the directors do not owe fiduciary [...]

By | 2016-12-21T05:09:42+00:00 February 19th, 2015|Uncategorized|Comments Off on Does Recent Delaware Case Put Final Nail in Coffin of “Zone of Insolvency” Claims?

SEC Allows Cannabis Company to Register Shares

The U.S. Securities and Exchange Commission has allowed a marijuana company to register its shares. Terra Tech Corp of Irvine, California is a Nevada corporation that primarily manufactures and sells hydroponic agriculture equipment and supplies. According to The Cannabist, hydroponics is booming: “Supplying the lighting, nutrient and water needs of … plants has resulted in [...]

By | 2016-12-21T05:11:19+00:00 January 29th, 2015|Uncategorized|Comments Off on SEC Allows Cannabis Company to Register Shares

No Free Lunch – Colorado Case Points Out Dangers of Using “Finders” in Private Placements

A recent Colorado case emphasizes the risks of using unregistered and unlicensed “finders” to sell securities in private placements.  A “finder” is a person who is not registered with the Securities Exchange Commission or any other regulatory authority, but who nevertheless assists in the sale of securities.  Use of “finders” to sell securities in a private [...]

By | 2016-12-21T05:21:11+00:00 June 21st, 2013|Uncategorized|Comments Off on No Free Lunch – Colorado Case Points Out Dangers of Using “Finders” in Private Placements

SEC Says Public Companies Can Use Facebook, Twitter for News, If Investors Informed

The Securities and Exchange Commission announced today that companies can use social media outlets like Facebook and Twitter to make news announcement in compliance with Regulation FD (Fair Disclosure), if investors have previously been told which social media the company will be using, and who’s feed to monitor. Regulation FD requires companies to distribute important [...]

By | 2016-12-21T05:17:12+00:00 April 3rd, 2013|Uncategorized|Comments Off on SEC Says Public Companies Can Use Facebook, Twitter for News, If Investors Informed

Anti-Assignment Clauses; Are LLC Operating Agreements Different From Other Contracts?

In a little noticed case reported on December 19, 2011, Condo v. Conners, the Colorado Supreme Court issued a decision on a common contract drafting problem – the effect of an anti-assignment clause. Historically, when contracting parties wanted to prohibit each other from assigning the contract, a lawyer would include language reading something like: “A party [...]

By | 2016-12-21T05:18:18+00:00 February 22nd, 2012|Uncategorized|Comments Off on Anti-Assignment Clauses; Are LLC Operating Agreements Different From Other Contracts?