Richmond lawyer’s side gig eyes ‘mini-IPO’
November 15, 2016
For years, Rob Kaplan has worked to make himself a go-to attorney for companies looking to go public and raise capital through a newly enacted process called Regulation A+, even writing a book on the subject.
Regulation A+ offers unprecedented opportunity for American small businesses and investors: Key architect Robert Kaplan reveals how they can benefit
February 10, 2016
The Securities & Exchange Commission's Regulation A+ is unlocking unprecedented capital and opportunity for America's small businesses and investors, while most Americans remain in the dark. A new book seeking to enlighten readers simplifies the government's legal language into actionable intelligence for companies and investors alike.
Steve Baril Advocates For Virginia Smoke Free Association's Opposition To Recent Bill On Electronic Cigarettes
February 4, 2016
Recently, the Richmond Times Dispatch wrote about the Virginia Smoke Free Association's plan to oppose a bill that will be presented during the General Assembly session that was set to begin on January 13, 2016. The bill, introduced by Sen. John C. Miller, D-Newport News aims to prohibit "vaping", the use of electronic cigarettes, in restaurants in Virginia.
Steve Baril Elected as Chairman of J. Sargeant Reynolds Community College
December 4, 2015
RICHMOND, VA – Stephen E. Baril, was elected to serve as Chairman of the College Board for J. Sargeant Reynolds Community College on July 1, 2015. He will serve a two-year term. Steve is one of five board members appointed by City Council to represent the City of Richmond.
Guest Expert: Yes, Virginia, There is a Secondary Market!
October 13, 2015
RICHMOND, VA – Robert R. Kaplan Jr. is often asked by lawyers and business people alike if there is “really” a secondary market for Reg A securities, often with that same jaundiced eye you get from that grade schooler who is starting to build a healthy sense of cynicism and asks about the elf from the north. His answer is a lot like Church’s famous editorial in the New York Sun where he explained to Virginia that Saint Nick existed within all of us and in the spirit of the holiday for whom he is a central figure.
Dispelling Myths Around Regulation A+
April 16, 2015
RICHMOND, VA – On March 25, 2015, the SEC promulgated its final rules related to the implementation of Title IV of the JOBS Act, better known “Reg. A+”. This represents a watershed event in the securities law, providing a workable means for issuers to engage in public offerings of securities that are EXEMPT from the registration requirements of Section 5 of the Securities Act of 1933. Already several misconceptions of the new law are out in the market. Let’s look at some of these and dispel them in turn.
Name Five Ways Broker-Dealers Benefit from Reg A+ ... Go!
April 16, 2015
RICHMOND, VA – The U.S. Securities and Exchange Commission (SEC) announced the rules implementing Title IV of the JOBS Act, commonly known as Regulation A+, on March 25. These rules increase the amount a company can raise through a non-registered, public securities offering from $5 million to $50 million in a year. Reg A+ also allows securities to be sold in all 50 states without state pre-review, and permits non-accredited investors to buy in. In short, Reg A+ eliminates the barriers that have prevented smaller companies from accessing public capital and smaller investors from accessing alternative investments.
A New Era in Capital Raising: Regulation A+ Overview
April 1, 2015
RICHMOND, VA – On March 25, 2015, the Securities and Exchange Commission (“SEC”) held an open meeting to vote on adoption of rules and forms related to the offer and sale of securities pursuant to Section 3(b) of the Securities Act of 1933 to implement Section 401 of the Jumpstart Our Business Startups Act, otherwise known as “Regulation A+”.
The new rules amend Regulation A by, among other things, requiring that disclosure documents be filed on EDGAR, allowing an issuer to make a non-public submission with the SEC, permitting certain test-the-waters communications and disqualifying bad actors. The final rules impose different disclosure requirements for Tier 1 and Tier 2 offerings, with more disclosure required for Tier 2 offerings, including audited financial statements. Tier 1 offerings will be subject to both SEC and state blue sky pre-sale review. Tier 2 offerings will be subject to SEC review but will be preempted from state review; however states will be able to require notice filings.
News Release – Regulation A+ Adopted by SEC
March 26, 2015
RICHMOND, VA – On March 25, 2015, the Securities and Exchange Commission (“SEC”) held an open meeting to vote on adoption of rules and forms related to the offer and sale of securities pursuant to Section 3(b) of the Securi- ties Act of 1933 to implement Section 401 of the Jumpstart Our Business Startups Act, otherwise known as “Regulation A+”.
The proposed rule was promulgated in December, 2013, and was well received by the private markets.
Perhaps the most important issue that the private market has been waiting to hear on was the provision for preemption of state blue-sky review of Tier 2 offerings contained in the proposed rules. On that point, the final rules preempt state review, maintaining the proposed definition of “qualified purchaser”.
REISA’s Spring Symposium Aims to Educate
March 13, 2014
SAN DIEGO, CA – REISA’s Spring Symposium, which takes place here March 16-18 at the Sheraton San Diego, will focus on educating reps, broker-dealers and sponsors about the alternative-investment industry, GlobeSt.com learns exclusively. GlobeSt.com spoke with John Harrison, REISA’s CEO and executive director; Tom Voekler, REISA’s president-elect and co-founder and managing partner of business operations for Kaplan Voekler Cunningham & Frank; and Mark Kosanke, REISA’s president and the founding partner and licensed security principal at Concorde Financial Group, about what attendees can expect from the event, the regulations impacting alternative investments and changes within REISA, the organization. For more information about the conference, click here.
News Release – New Regulation A - Critical Commentary to the SEC
January 26, 2014
RICHMOND, VA – On December 18, 2013, the United States Securities and Exchange Commission (“SEC”) proposed landmark rules, pursuant to the mandate of Title IV of the Jumpstart Our Business Start-Ups Act (the “JOBS Act”), to revitalize Regulation A promulgated under Section 3(b) of the Securities Act of 1933, as amended (the “Securities Act”). These rules create a create a two-“Tier” system for Regulation A offerings. Tier 1 will continue to be available for offerings under $5 million, while a Tier 2 Regulation A offering will be for offerings of up to $50 million. Tier 1 offerings will continue to have similar requirements as existing Regulation A, while an issuer conducting a Tier 2 offering will be subject to heightened disclosure requirements in its offering documents and will be required to make ongoing reporting.
News Release – What Does Reg A+ Mean for Broker Dealers?
January 24, 2014
RICHMOND, VA – The proposed revisions to Regulation A under Title IV of the JOBs Act, commonly referred to as "Reg A+", present the potential for a watershed event in America's securities markets – creating an "intermediate" class of public securities between private placements under Regulation D and those registered securities typically listed on national exchanges. For issuers, this means new channels for capital raising. For broker-dealers, it means the ability to get back big in the public, traded securities game which has been, for at least a decade, dominated by much larger broker-dealers and Wall Street. This allows for new lines of revenue from both sales and trading of these securities. Further, as the rules are proposed, there is a very meaningful role for broker-dealers to play legally to allow issuers to maximize the flexibility that Reg A+ affords in capital raising.
Tom Voekler Named 2014 President Elect of REISA
INDIANAPOLIS – At its first Board meeting of the year, REISA’s Board of Directors elected its 2014 officers. Thomas G. Voekler will serve as the 2014 President-Elect. Mark Kosanke of Concorde Financial Group is currently serving as the 2014 REISA President. The other REISA officers elected were: Peter Blum of Ladenburg Thalmann as Vice President; Derek Peterson of Walton International Group as Secretary; and Deborah Froling of Arent Fox as Treasurer. 2013 REISA President Michael Weil of American Realty Capital will remain on the Board as Immediate Past President.
Kaplan Voekler Cunningham & Frank and Davis Consultants Form 2014 Alliance
January 8, 2014
RICHMOND, VA – Kaplan Voekler Cunningham & Frank, PLC and Davis Consultants, Inc. are pleased to announce the formation of a business alliance between two of Richmond’s prominent legal and government and media relations firms.
“I’m excited to lead Kaplan Voekler Cunningham & Frank’s government relations practice and to form an alliance with a veteran lobbyist like Charlie Davis for the upcoming General Assembly Session. Our combined legal and lobbying expertise will greatly benefit our clients and allow us to compete with the many fine consulting firms in Richmond,” said Steve Baril who is leading Kaplan Voekler’s government relations practice.
Press Release: Steve Baril Joins KVCF
January 8, 2014
RICHMOND, VA – Steve Baril, well-respected trial lawyer and business advocate, was named Partner and the head of the Richmond Litigation and Government Relations teams at Kaplan Voekler Cunningham and Frank, PLC (KVCF).
Grady Frank, KVCF’s General Counsel and head of the Alexandria Litigation team, explained, “It is a great time for the firm - new office space in downtown Richmond with new energy and a new practice area. I have known Steve for years and I am looking forward to practicing with him. His reputation as a successful litigator and business advocate will be a great addition.”
JOBS Act Update
December 28, 2013
On December 18, 2013, an open meeting of the Commissioners of the Securities and Exchange Commission was held to consider approval of proposed rules related to implementation of Title IV of the Jumpstart Our Business Start Ups (JOBS) Act, commonly referred to as “Regulation A+.”
The Regulation A+ provisions of the JOBS Act provided for an increase in the offering cap to $50 million in a trailing 12 month period and reaffirmed general solicitation and the free tradeability, as well as the “testing the waters” capability, associated with securities offered under Regulation A.
KVCF was cited over twenty times in the proposed rules on various issues upon which the Firm commented. “There are various aspects of the proposal where we will continue to work with the Commission,” said Rob Kaplan, Managing Partner, Practices, “but it is richly satisfying to see Commission produce a proposal which overall appears to be a well-crafted scheme for the genesis of a new public securities market in the United States.”
JOBS Act Update
November 4, 2013 – Washington, D.C.
Robert R. Kaplan, Jr, Managing Partner for Practices and Founder at the law firm of Kaplan Voekler Cunningham & Frank, PLC, appeared on October 30, 2013, before the Securities, Insurance and Investment Subcommittee of the Senate Committee on Banking, Housing and Urban Affairs to testify on implementation of the JOBS Act, and, in particular, implementation of “Regulation A+.” Other testifying witnesses included the Director of the SEC’s Division of Corporate Finance Keith Higgins, Deputy General Counsel for NASAA Rick Fleming, and individuals representing the private business community.
The emphasis of the hearing was Regulation A+ and its implementation. The Senators wanted to understand from SEC timing for proposed rules – urging their issuance as soon as possible. “At one point, Senator Johanns (R-Neb.) stated that the Senate was considering a ‘JOBS Act II,’” according to Mr. Kaplan, “I took that to mean that if SEC did not act promptly, the Congress would consider implementation without SEC’s input.” Mr. Kaplan testified as to the need for Regulation A+ to assist a much larger variety of mid-market and smaller businesses for which crowdfunding or general solicitation under Rule 506(c) may not be a good fit. His testimony also addressed the need for Regulation A+ as a means for independent and regional broker-dealers to source capital for issuers on a retail basis. The Subcommittee members also focused a lot of the discussion on the need and the creation of a workable “qualified purchaser” definition.
"I thought the hearing was very productive and was encouraged to see the particular emphasis the members had on communicating to SEC the importance of Regulation A+ and it's quick implementation," according to Mr. Kaplan. "While the Commission’s responses to the Subcommittee lacked a lot of specifics, I think the message was, nevertheless, conveyed effectively that Congress wants Regulation A+ to be a workable reality sooner rather than later."
For written testimony and archived video of the hearing, go to: http://www.banking.senate.gov/public/index.cfm?FuseAction=Hearings.Hearing&Hearing_ID=c2fe9f9a-0e5e-4b44-a566-4a8cef26c06e
Rob Kaplan, Jr., Managing Partner of Practices, participates, as a Panel II witness, in an open session of the Committee on Banking, Housing, and Urban Affairs Subcommittee on Securities, Insurance and Investment on Wednesday, October 30, 2013.
Securities, Insurance, and Investment
Wednesday, October 30, 2013
10:00 AM - 12:00 PM
538 Dirksen Senate Office Building
COMMITTEE ON BANKING, HOUSING, AND URBAN AFFAIRS SUBCOMMITTEE ON SECURITIES, INSURANCE, AND INVESTMENT
will meet in OPEN SESSION to conduct a hearing on “The JOBS Act at a Year and a Half: Assessing Progress and Unmet Opportunities.” The witness on Panel I will be: Mr. Keith Higgins, Director, Division of Corporation Finance, U.S. Securities and Exchange Commission. The witnesses on Panel II will be: Mr. Alan Lewis, Director of Special Projects, Natural Grocers by Vitamin Cottage, Incorporated; Mr. Robert Kaplan, Jr., Managing Partner, Kaplan Voekler Cunningham & Frank PLC; Mr. Rick Fleming, Deputy General Counsel, North American Securities Administrators Association, Incorporated; and Mr. Sherwood Neiss, Principal, Crowdfund Capital Advisors, LLC.
- Mr. Keith Higgins [view testimony]
Director, Division of Corporation Finance
U.S. Securities and Exchange Commission
- Mr. Alan Lewis [view testimony]
Director of Special Projects
Natural Grocers by Vitamin Cottage, Incorporated
- Mr. Robert Kaplan, Jr. [view testimony]
Kaplan Voekler Cunningham & Frank PLC
- Mr. Rick Fleming [view testimony]
Deputy General Counsel
North American Securities Administrators Association, Incorporated
- Mr. Sherwood Neiss [view testimony]
Crowdfund Capital Advisors, LLC
- October 7, 2013—REISA Announces 2014 Board of Directors and Honors A Champion of Excellence Award Winners. Read more.
- October 3, 2013—Exclusive Interview: Thomas Voekler Discusses Regulation and the Alternative Investing Space. Read more.
- November 29, 2012: Rob Kaplan and Tom Voekler Interviewed by Phillip van Doorn from TheStreet.com: Next SEC Chairman Can Prime IPO Pump, by Philip van Doorn
- August 6, 2012: Financial Advisor Magazine: Old Regulation – New Opportunity: What advisors should know about the JOBS Act’s revision to Regulation A, by Rob Kaplan, Jr.
- August 2, 2012: Five Things Every Entrepreneur Must Know about the JOBS Act, by Rob Kaplan, Jr. and Tom Voekler
- Rob Kaplan, Jr. interviewed by Kevin Price, The Price of Business (http://priceofbusiness.com), aired on 1070 AM in Houston, TX. Listen here.
- Press Release: Governor Bob McDonnell Announces Appointment of Robert R. Kaplan, Jr. to the Board of Housing and Community Development, of the Virginia Department of House and Community Development (DHCD). Read more.
- Washington Post:
Beyond crowdfunding: Why Regulation A reform is the most vital piece of the JOBS Act
by Rob Kaplan and Tom Voekler
Since its enactment, most of the discussion of the Jumpstart Our Business Startups Act (JOBS Act) has centered on crowdfunding and the IPO onramp provisions of the Act. However, the legislation’s expansion of Regulation A actually promises to have the greatest impact on small and mid-sized business capital formation. Read more.
- Regulation A: Old Reg, New Opportunity
For the last 30 years, Regulation D has dominated the exempt securities offerings landscape. This dominance was only enhanced with the passage of the National Securities Markets Improvement Act of 1996 (NSMIA) which exempted from state securities regulation (or “Blue Sky”) securities sold in offerings made pursuant to Rule 506 of Regula-tion D. In the aftermath of the recent economic and financial crisis two leading factors have emerged to hobble the usage of Rule 506 for most issuers in the raising of capital: (i) the lack of li-quidity of Rule 506 securities, and (ii) changes to the definition of “accredited investor” in the Dodd Frank Wall Street Reform and Consumer Protec-tion Act (“Dodd-Frank”) signed into law by President Obama in July 2010. Read more »
President Obama Signs Jobs Act
Landmark Legislation Changes the Landscape of Raising Capital
On April 5, 2012 President Obama signed the Jumpstart Our Business Startups Act (JOBS Act) into law. Passed by a 73-to-26 vote in the U.S. Senate and a 380-to-41 vote in the U.S. House of Representatives, the JOBS Act is a bipartisan col-lection of legislative measures that have been in-troduced over the past year and change dramati-cally the regulatory scheme for raising capital in the U.S. Read more »
On Tuesday, February 8, 2011, Chris Hoctor and Troy Savenko of Gregory Kaplan, PLC were guest panelists/speakers at a CLE held by The Real Estate Section of The Bar Association of the City of Richmond entitled: “The Perfect Storm: When Divorce, Bankruptcy and Real Estate Collide.” Mr. Hoctor presented a discussion on the impact of section 365 of the Bankruptcy Code (Executory Contracts and Unexpired Leases) on commercial real estate. Mr. Savenko presented a discussion on single-asset real estate bankruptcies.
- Alyssa A. Haun and Burke S. Lewis have been elected as Partner at Kaplan & Frank, PLC.