Writings by Dan Brecher

Filing Requirements When Selling Company Stock In many cases, start-ups and other small businesses are selling company stock without registering with the Securities and Exchange Commission (SEC) or state regulatory authority. However, the key question is whether the offering qualifies for one of several exemptions from registration under the federal Securities Act of 1933 or state […]

Is this the end of agreement to agree in New York? A recent New York court decision highlights that letters of intent can often lead to messy breach of contract lawsuits – especially when it comes to the concept of agreement to agree. As the appeals court highlighted in New York Military Academy v. NewOpen Group, […]

What You Need to Know about the SEC’s New Rules for Administrative Proceedings The Securities and Exchange Commission (SEC) recently adopted several amendments to its rules of practice governing administrative proceedings. According to the agency, the rule changes are “intended to update the rules and introduce additional flexibility into administrative proceedings.” The Dodd-Frank Act gave […]

While everyone was waiting for the Securities and Exchange Commission (SEC) to finalize its equity crowdfunding rules, many states took matters into their own hands. Now that the federal regulations are finally in place, it remains unclear what role intrastate crowdfunding will play. Intrastate crowdfunding on the rise In total, 28 states have now legalized […]

The Securities and Exchange Commission (SEC) recently proposed a rule that would require registered investment advisers to adopt or amend their current business continuity and transition plans (BCP). Under the proposed BCP rule, the plans must be reasonably designed to address operational risks related to a significant disruption in the adviser’s business. Why the need […]

With this new rule passed, will New York commercial litigation settlements become the norm for resolution? Commercial litigation is often contentious. Yet the large majority of cases are still resolved short of going to trial – this is where commercial litigation settlements will come into play. In the State of New York, a new rule recently […]

Considering Going Public? Here are 5 IPO Tips You Should Consider The number of initial public offerings (IPO’s) is down 60 percent in the second quarter of 2016. There were only 33 IPOs as compared to 72 in the second quarter of 2015. However, while the IPO market has been relatively quiet in 2016, the […]

Term Sheets & Their Role in Business Whether seeking to obtain financing, negotiating the purchase of real property, or entering into a partnership, most small business owners will encounter term sheets at some point. In its most basic form, a term sheet is a non-binding document that sets forth the material terms and conditions of a […]

Growing Circuit Split Over United States v Newman Insider Trading Case In convicting a Massachusetts attorney of insider trading, the First Circuit Court of Appeals declined to impose the higher standard established by the Second Circuit in the United States v. Newman insider trading case. The decision adds to the circuit split regarding insider trading cases, which […]

What does the Mickelson case reveal about insider trading? Professional golfer Phil Mickelson was recently named in an insider trading case involving sports gambler William Walters. Although Phil is not facing any charges in the Mickelson case, he did agree to pay full disgorgement of his trading profits totaling $931,738.12. As detailed in the insider-trading complaint filed […]

A Better Way to Sell Your Business: Part 2 – Structuring the Transaction In Part 1 of this two part article, “A Better Way to Sell Your Business,”we looked at a transaction in which a seller of a going business was retiring, and a young relative or key employee, who lacked sufficient initial funding for a […]

A better way to sell your business part 1: how to buy a company with no money down The story is familiar – a business owner is getting older. He would like to sell the business to which he has devoted so much of his life and retire to a sunny climate while he can […]