News + Insights

Companies Seeking Capital—Be Wary of "Consultants" Who Want to Help

Written By B.T. Atkinson

A significant part of our corporate practice is advising clients who want to raise capital.  For larger, institutional clients who attract the attention of reputable investment bankers, the process is straightforward…

Riding the Rapids: Staying Afloat in the Legal Waters

Written By Michelle Gonzalez and Avery J. Locklear

Five Ward and Smith attorneys delivered keen guidance on a host of matters pertinent to in-house counsel and company preparation for the imminent economic climate. As part of the firm's 2022 In-House Counsel Seminar, thes…

Alternatives to Registering a Security Offering

Written By B.T. Atkinson and Kristin D. Mitcham

There are many ways for a company to raise capital.  Two common ways are for the principals to inject their own cash or arrange for the company to borrow it. But most banks are unwilling to lend to a company that doe…

How Did We Get Here? A Quick Look at North Carolina Occupational Licensing Legislation

Written By Whitney Campbell Christensen

During the past four years, numerous bills concerning North Carolina's occupational licensing boards have been proposed, but few have passed in the legislature and become law. The initial push to amend the laws governing …

A Perfect Union: Creating Landlord-Tenant Agreements for Commercial Leases

Written By Joanne H. Badr

Similar to a marriage, in which two parties come together to enter into a legally binding agreement, a commercial lease symbolizes a forged relationship between parties that can be enduring and rewarding, or short-sighted …

Dodd-Frank Revisions Benefit Private Companies: Congress Doubles Enhanced Disclosure Trigger for Equity Compensation Awards Under Rule 701

The Economic Growth, Regulatory Relief, and Consumer Protection Act (the "Act") hit national news channels in late May 2018 due to its sweeping relief from provisions of the 2010 Dodd-Frank Wall Street Reform and Consumer …

2014 Update On The JOBS Act - Beware: Some Assembly Required

Written By E. Knox Proctor V

The Jumpstart Our Business Startups Act ("JOBS Act" or "Act") was a bipartisan effort in Congress to unleash the power of 21st Century communications methods and systems into the capital-raising process; to make it less bu…

The SEC Rule 506 "Bad Actor" Final Rules

Written By E. Knox Proctor V

The new "bad actor" rules promulgated by the Securities and Exchange Commission ("SEC") in Rule 506 require issuers to take "reasonable care" to verify that no "disqualifying events" –– from a long list of secu…

Deal Makers in the Rule 506 Market - Section 201(c) of the JOBS Act

Written By E. Knox Proctor V

There can't be a vibrant securities market without deal makers.  Someone has to bring buyers and sellers together so they can do deals.  Traditionally, that was Wall Street's job.  But Wall Street has merged…

"IPO On-Ramp" Provisions

Written By E. Knox Proctor V

The IPO On-Ramp, unlike most other provisions, of the Jumpstart Our Business Startups Act ("JOBS Act") did not require rulemaking by the Securities and Exchange Commission ("SEC") to become effective.  That said, the …

Exchange Act Registration and Reporting Triggers

Written By E. Knox Proctor V

Companies with over $10 million in assets and which have a certain number of "record holders" of a class of securities must register under the Securities Exchange Act of 1934 ("Exchange Act") and file periodic reports (For…

Small Securities Offerings Getting Bigger - Regulation A+

Written By E. Knox Proctor V

The Jumpstart Our Business Startups Act ("JOBS Act") amends Section 3(b) of the Securities Act of 1933 ("Securities Act") to require that the Securities and Exchange Commission ("SEC") issue rules that will exempt "small o…

SEC Proposed Crowdfunding Rules

Written By E. Knox Proctor V

The Basics –– Technology Platform Operators and Issuers "Crowdfunding," the selling of small securities offerings in small increments to many buyers ("Crowd"), may have received the most hype of all of the pr…

Rule 506(c) Private Offerings General Solicitation and Advertising Provisions

Written By E. Knox Proctor V

General Background "Regulation D" allows for certain securities offerings to be exempt from the registration requirements of Section 5 of the Jumpstart Our Business Startups Ac ("JOBS Act").  Regulation D's Rule 506 …