NO COOLING-OFF REQUIRED: HOW RULE 152(b)(4) PERMITS AN IMMEDIATE TRANSITION FROM RULE 506(b) TO RULE 506(c)
A persistent piece of myth that I have been hearing of late is that an issuer that terminates a Rule 506(b) offering must observe a 30-day “cooling-off period” before launching a Rule 506(c) offering employing general solicitation. I have seen it repeated by lawyers and clients alike. It is wrong! Since March 15, 2021, the […]
The SEC and CFTC Classify Crypto Assets: What Release No. 33-11412 Means for Digital Asset Markets
A Five-Category Token Taxonomy, Investment Contract Entry and Exit, and Definitive Guidance on Mining, Staking, Wrapping and Airdrops By Asher Ang, Partner | Kelley Clarke, PC Key Takeaways I. Introduction: The Rulebook the Market Has Been Waiting For For nearly a decade, the regulatory treatment of crypto assets in the United States was built almost […]
The SEC Moves to Open the Door: A New Era for Digital Asset Regulation May Be on the Horizon
Chairman Paul Atkins Announces Token Taxonomy, Investment Contract Framework, and New Capital-Raising Pathways By Asher Ang, Partner | Kelley Clarke, PC DISCLAIMER: This article is based on remarks delivered by SEC Chairman Paul Atkins at the DC Blockchain Summit on March 19, 2026. As of the date of publication, no formal proposed rules have been […]
Regulatory Roadmap for Private Fund Sponsors: How Your Asset Class Determines Your Legal Framework
The single most important question in fund formation is deceptively simple: What will your fund acquire?
A Lookback at 2025: From the Desk of Asher Ang
Lookback at 2025 2025 was a turbulent year for the markets generally and we saw some blood on the market and an underlying sentiment of investors being more cautious. With the Federal Reserve easing monetary policy, trade wars in effect, and the inflationary matters not fully resolved, I do not think capital will be fully […]
Does the Corporate Transparency Act Affect You?
Starting January 1, 2024, there’s a new law called the Corporate Transparency Act (CTA) that aims to stop illegal activities involving corporate vehicles. This law makes it necessary for new and smaller companies in the US, as well as foreign companies operating in the US, to tell FinCEN (a financial agency) about the people who control their company. These companies, called Reporting Companies, need to disclose this info, but some are exempt.
SEC Tightens Regulations Applicable to Private Fund Advisers
Managers and/or General Partners of Private Funds (1) should take steps to implement the updated rules as stated released by the Securities and Exchange Commission (the “SEC”) on August 23, 2023 [Release No. IA-6383]
When does a Promissory Note become a Security?
Not all promissory notes are created equal—and in the eyes of federal securities law, some may carry far more legal weight than meets the eye.
Can You Sell Your Own Securities Without Registering as a Broker-Dealer? Rule 3a4-1 Safe Harbor Explained
Knowing the requirements for broker-dealer registration is crucial for anyone involved in securities transactions.
Rule 241 Explained: Testing the Waters: ‘Hot or Not’ – Gauging Investor Interest Before You Launch
Thinking about raising capital? Thanks to Rule 241, you can now ‘test the waters’ before diving into the deep end of securities compliance—but you better know the rules.
