On May 24, 2018, President Trump signed into law the Economic Growth, Regulatory Relief, and Consumer Protection Act (the “Act”).While much of the Act was designed to provide smaller financial institutions and community banks with relief from regulations implemented under the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), Title V of the Act includes provisions designed to encourage capital formation.  Specifically, the Act directs the Securities and Exchange Commission (the “SEC”) to reform Rule 701 and Regulation A under the Securities Act of 1933 (the “1933 Act”). In addition, the Act expands the scope of the blue sky registration exemption by amending Section 18 of the 1933 Act. Finally, the Act expands the exception under Section 3(c)(1) of the Investment Company Act of 1940 (the “1940 Act”) for “qualifying venture capital funds,” directs the SEC to streamline the offering process for closed-end funds, and expands investor protection to mutual funds domiciled in U.S. territories.

Read our client alert.

Thursday, November 16, 2017

Morrison & Foerster LLP
250 West 55th Street
New York, NY 10019

Breakfast & Registration:
8:30 a.m. – 8:50 a.m.

Keynote, Pitch, Panel:
8:50 a.m. – 10:00 a.m.

Closing Words & Networking:
10:00 a.m. – 10:30 a.m.

OurCrowd and Morrison & Foerster Seminar

Join OurCrowd, Morrison & Foerster, and the startup community for a breakfast program discussing the U.S. IPO market, financing alternatives, and opportunities for Israeli startups.


  • Ben Colman
    CEO, Covertix
  • Michael Idelchik
    Vice President of Advanced Technology Programs, GE
  • Andy Kaye
    President, OurCrowd
  • Anna Pinedo
    Partner, Morrison & Foerster LLP
  • Coby Sella
    CEO, Unispectral
  • Tomer Tzach
    CEO, CropX


  • Stephen Lacey
    U.S. Editor, International Financing Review

This is an in-person only session.

For more information, or to register, please click here.

Wednesday, October 18, 2017

Morrison & Foerster LLP
250 West 55th Street
New York, NY 10019

Lunch and Registration:
12:00 p.m. – 12:30 p.m.

Keynote and Pitch:
12:30 p.m. – 1:30 p.m.

Closing Words and Dessert:
1:30 p.m. – 2:00 p.m.

OurCrowd and Morrison & Foerster Seminar

It’s no secret that Israel has been leading the world of innovation. VCs and financial backers from every industry flock to Israel, the Startup Nation, which has the highest number of startups per capita in the world, and ranks fourth in NASDAQ listings, just behind the U.S., China, and Canada.

Join OurCrowd, Morrison & Foerster, and the startup community for a lunch program discussing financing alternatives and opportunities for Israeli startups.


  • Jon Medved
    Founder & CEO, OurCrowd
  • Omer Keilaf
    CEO & Co-Founder, Innoviz
  • James Tanenbaum
    Partner, Morrison & Foerster LLP

This is an in-person only session.

For more information, or to register, please click here.

On July 12, 2016, the Empowering Employees through Stock Ownership (EESO) Act (S. 3152) was introduced to the U.S. Senate by Sens. Mark R. Warner (D-VA) and Dean Heller (R-NV).  The Act is intended to make it easier for startups and private companies to give their employees an ownership stake by awarding stock options or restricted stock units (RSUs).  Under current law, employees are often required to pay taxes on their stock options or RSUs long before they are able to sell and realize the economic value of such stock options or RSUs.  This is due to the fact that private company employees do not have the ability to sell their stock because there is no public market (or liquid secondary market) for the stock.  As a result, many private company employees cannot cover the cost of taxes at the time of the exercise of stock options or the settlement of RSUs through the sale of stock, but rather must pay those costs out of pocket.  The Act, however, promotes broad-based employee ownership in private companies by extending the time period in which employees are required to pay tax upon the exercise of stock options or the settlement of RSUs that are settled for stock up to seven years.  In order to be eligible for the tax deferral, stock options or RSUs must be extended to 80% of the workforce, and 1% owners, the chief executive officer and the chief financial officer, and the four highest compensated officers will not be eligible for the tax deferral.  Employers must provide employees with information, through a written notice, on the tax consequences of the tax deferral, and the failure to provide such notice will result in a penalty.  Employers also must report the future tax liability on the employee’s Form W-2.  In addition, if the stock of the company becomes readily tradable on an established market, or the employee sells, exchanges or transfers his or her stock before the seven-year period ends, the tax deferral is no longer permitted.

The complete text of the Act is available at: https://www.congress.gov/bill/114th-congress/senate-bill/3152/text

On March 2, 2016, the Financial Services Committee will meet to mark up various proposed bills, including the following that relate to capital formation:

HR 4139, The Fostering Innovation Act, which extends the Sarbanes-Oxley 404(b) exemption for EGCs until the earlier of ten years after the EGC’s IPO, the end of the fiscal year in which the EGC’s average gross revenues exceed $50 million, or when the EGC becomes an accelerated filer ($700 million in public float).

HR 4498, The Helping Angels Lead Our Startups (HALOS) Act, which establishes a definition of an angel investor for securities law purposes, and clarifies the definition of “general solicitation.”

HR 4638, the Main Street Growth Act, which allows for the registration and creation of venture exchanges in order to facilitate a secondary market, including for companies that have undertaken Regulation A offerings.

On March 9, 2016, Morrison & Foerster is bringing together social entrepreneurs, funders, lawyers and others professionals in the community for a series of panel discussions exploring a range of legal and business issues for impact investors and companies that want to maximize their positive impact.

New and Existing Corporate Forms for Impact Entities

This session will preview how to blend impact with shareholder value using existing corporate and new forms (Public Benefit, Social Purpose, Benefit and L3C). If you are an entrepreneur (or lawyer representing emerging companies), come learn more about the array of options available and which ones could be right for your business (particularly if you want to raise capital and scale). If you are an investor considering impact investing or a foundation exploring alternatives to philanthropy, this session will provide guidance on how these forms can impact monetary and environmental/ social returns on your investment.


  • Jordan Breslow, General Counsel, Etsy


  • Rick Alexander, B Lab, Head of Legal Policy Counsel, Morris Nichols Arsht & Tunnell
  • Will Fitzpatrick, General Counsel, Omidyar Network
  • Tomer Inbar, Partner, Patterson Belknap Webb & Tyler
  • Suz Mac Cormac, Partner, Morrison & Foerster LLP

Event Details:

Morrison & Foerster LLP
250 West 55th Street
New York, NY 10019

Networking Reception: 5:30 p.m. – 6:30 p.m.
Panel Discussion: 6:30 p.m. – 8:00 p.m.

CLE credit is pending for California and New York.

To register for this session, please click here.

In a recent edition of its Entrepreneurship Policy Digest, the Kauffman Foundation provides interesting data on the types of funding relied upon by emerging companies.  The report notes that approximately 40% of startup capital is in the form of bank debt.  The report also notes the increased reliance by entrepreneurs on online lending platforms.  For example, according to the report, in the first half of 2014, over 20% of startups applied for loans through these platforms.  The findings may be found here: