Call Us: 802-658-7830 • Email Us: mail@merritt-merritt.com
Check out the post by the Securities Exchange Commission regarding the Jumpstart Our Business Startups (JOBS) Act. They are providing answers to our most frequently asked questions – http://www.sec.gov/divisions/marketreg/tmjobsact-crowdfundingintermediariesfaq.htm
Merritt & Merritt & Moulton client, Ascension Technology Corporation, has been in the press lately revealing their amazing work in the medical technology field. Check out their story recently printed in the Burlington Free Press!
http://www.burlingtonfreepress.com/article/20120503/BUSINESS08/120502042/Vermont-made-technology-ushers-end-open-surgery?odyssey=mod%7Cnewswell%7Ctext%7CFRONTPAGE%7Cp
Merritt & Merritt & Moulton’s client, Vermont Smoke and Cure, is opening a new facility in Hinesburg, Vermont. They will be celebrating their new digs with a private Ribbon Cutting Ceremony as well as a Public Open House on Saturday May 19, 2012 from 1:30 p.m. to 4:00 p.m. Everyone is welcome to tour the facility and the Creamery. There will be plenty of their outstanding products to sample and try. We look forward to watching their company grow and have continued success. If you are interested in attending and would like to know more information – contact Chris Bailey at chris@vtsmokeandcure.com. Hope to see you there!
Want to be part of a national convening of cross-sector intelligence, ideas and action for sustainable living? Please join us in Brattleboro, Vermont, May 30-June 1, 2012. Engaged citizens, entrepreneurs, journalists, students, civic, foundation and non-profit leaders will gather to invent and implement cross-sector solutions for sustainable communities in a post-carbon, new-economy world. We’ll explore common interests and common solutions for the common good. The second-annual U.S. Slow Living Summit is co-organized by two graduate schools in management and international development. It boasts at least 50 sessions on topics like food, agriculture, spirit, happiness, investing, energy, health, education, management, policy, technology, entrepreneurship, communities, media and sustainability — plus theater, video and music. For more information click to: http://www.slowlivingsummit.org or http://newshare.com/invite or http://newshare.com/sls2012/announcement.pdf
Two funding opportunities for private sector projects are currently open:
SBIR Phase (0) – deadline May 1, 2012
Private Sector Use of Facilities – deadline May 8, 2012
SBIR Phase (0) (due May 1, 2012): Awards up to $15,000 each.
Use of Facilities for Private Sector (due May 8, 2012): Awards up to $5,000 each.
Please check each individual RFP for full requirements and more detailed information.
Electronic Submission forms are available on the web at the above links.
Questions? Contact Lillian Gamache at epscor@uvm.edu
Earlier this month, President Obama signed the popular and bi-partisan Jumpstart Our Business Startups (“JOBS”) Act which makes significant changes to securities regulation with the objective of facilitating access to capital.
The Act allow small businesses to advertise their offering to accredited investors. Title III of the Act – Capital Raising Online While Deterring Fraud and Unethical Non-Disclosure Act of 2012 (the “Crowdfund Act”) permits companies to use crowdfunding to obtain capital to grow their businesses. Crowdfunding is a way for entrepreneurs to raise money for theircompany over the Internet from investors who are not accredited.
Companies can raise up to $1 million a year by working through a registered on-line, crowdfunding intermediary, subject to certain additional restrictions. You can think of this as a Kickstarter for businesses rather than just art projects.
Now that the JOBS Act has been signed in to law, the SEC has 90 days to modify its rules and regulations related to accredited investors and 270 days for the crowdfunding provision.
Please join the vtSDA at their April Lunch & Learn lead by Ken Merritt. Ken will review the history and rationale behind the changes, explain how it differs from the current regulatory structure, discuss the expected process for utilizing crowdfunding, and recommend steps that you can take to prepare your company for crowdfunding when it becomes available.
Ken is an attorney with and a founding partner of Merritt & Merritt & Moulton, a Burlington based law firm that specializes in business law. Ken’s emphasis is on venture capital and growth companies. He is deeply involved in the entrepreneurial community and founded the Vermont Venture Network back in 1989. Each month, the VVN brings together entrepreneurs and investors over breakfast for an informative discussion.
The Investors’ Circle Newsletter highlighted the recent JOBS act that was passed by Congress. Ken Merritt of Merritt & Merritt & Moulton provided insight to the Investors’ Circle audience about what the act provides to startup companies in the US.
The Investors’ Circle Spring Venture Fair is coming up quickly on April 22-24th in San Francisco, CA. There have been 15 top enterprises to present. Lisa Hall, President & CEO of the Calvert Foundation will be the Keynote Speaker. Angel investors, fund managers, wealth advisers and venture capitalists should consider attending. For more information – check out the Investors’ Circle website.
On April 5, 2012, President Obama signed the JOBS Act (Jumpstart Our Business Startups Act, HR 3606), aimed at making it easier for small businesses to raise capital. The JOBS Act is complicated. The main thing to understand about this bill is that it does not deal with any tax issues. The bill focuses on those structural and regulatory issues that inhibit startup growth, but don’t directly impact government revenue.
The bill covers multiple issues:
Allows equity-based crowdfunding – New businesses will be able raise up to $1 million in equity capital from unaccredited investors. The bill creates a number of restrictions, aimed at protecting investors. Among those restrictions are limiting individual investments to the greater of $2,000 or 5 percent of the net worth of investors if either the annual income or net worth is less than $100,000 and 10 percent of the annual income or net worth, as applicable, not to exceed $100,000, if either the annual income or net worth of the investor is equal to or greater than $100,000. and registration by intermediary platforms and issuers with the SEC. Federal law would preempt state regulations, meaning that issuers could raise funds from across the United States. The SEC has 270 days after the bill’s enactment to publish rules for crowdfunding.
Removes prohibitions on general solicitation of Regulation D offerings – Allows for advertising of Reg D 506 offerings, as long as advertisements are focused on accredited investors. Angel and incubator platforms that do not charge a fee connected to the purchase or sale of securities are exempt from broker-dealer registration. This is helpful for Web platforms such as AngelList or Gust and venture forums aimed at accredited investors. The SEC has 90 days after the bill’s enactment to published new regulations to implement this provision of the Act.
Creates an IPO “on ramp” – Reduces the cost of going public for “emerging growth companies” – those with annual revenues of less than $1 billion and after the IPO, less than $700 million in publicly traded shares. These companies receive a 5 year exemption from costly Sarbanes-Oxley 404(b) requirements such as hiring outside auditors, while still requiring some quarterly and annual SEC disclosures.
Increases threshold for Regulation A “mini public offerings” – Regulation A currently allows companies to go public and be exempted from SEC registration for offerings up to $5 million. The JOBS Act increases the offering threshold for this little used exemption to $50 million, perhaps making it a more useful option for more angel-backed companies.
Raises cap on private shareholders from 500 to 2,000 – Many private companies are forced by regulations to file as a public company once they exceed 500 shareholders and $10 million in assets. The bill increases the shareholder limit to 2,000 accredited investors or 500 unaccredited investors. The updated cap provides flexibility to companies in staying private or going public, and could also benefit secondary market platforms that can offer a more robust market for the shares of private companies. The SEC has one year to promulgate regulations on this provision of the Act.
For more information contact H. Kenneth Merritt, Jr. at 802-658-7830 or kmerritt@merritt-merritt.com.
On April 9, 2012, BYOBiz Speaking From Experience, the Environmental Policy Program and Sustain Champlain are sponsoring an Evening With Will Raap, at 7:00 PM in Perry Hall.
Will Raap is a legend in both the world of entrepreneurship, and the world of environmental conservation, social responsibility and stewardship.
Will founded Gardener’s Supply Company with a clear and compelling social mission, and built that company into a leading marketer of gardening equipment, supplies and know-how, while never losing sight and commitment to that mission. Will was a pioneer whose trend setting thinking on community, business social responsibility, land use and sustainability have been put to use in so many creative ways by people everywhere.
Today, Will works to create and nurture local food, waste recycling and land restoration enterprises that support a more sustainable economy and future. with projects in both the Burlington community and in Costa Rica. Among other things, he is Chairman of the New Economics Institute, an organization of creative thinkers working to develop a fair, sustainable new economy that functions within ecological limits and considers the world’s diverse people and cultures
Don’t miss this informative and inspiring event.
Come meet entrepreneurs, service providers and investors at the Marriott Hotel in Burlington to chat, catch up and exchange ideas. Tech@Burlington Meetup starts at 5:00 p.m.
