Spencer Feldman Quoted in Law360 on Regulation A Compliance

Olshan partner Spencer Feldman was quoted in a Law360 article (subscription required) on recent fines that the SEC issued against companies for violating disclosure rules under Regulation A, an IPO alternative with relaxed requirements for smaller companies seeking to raise capital. Several of these increased the size of their deals or altered their offering prices without filing correct documents, while others sold shares at varying prices in the same offering, which Regulation A does not allow. “This is an imperfect system with heavy filing requirements,” Spencer said. “Still, changing a fundamental term of an offering touches on the SEC’s investor protection mantra.” He went on to explain that most Regulation A offerings are structured on a “best efforts” basis, meaning that, unlike firm commitment underwritten offerings, there is no guarantee all shares will be sold, and these offerings are often conducted on online portals without a hands-on underwriter or broker-dealer.