As discussed in our previous article, “Raising Capital Through Private Placements Under Regulation D”, Regulation D provides exemptions to streamline capital raising and avoid the rigorous public disclosure requirements associated with public offerings. To perfect an offering under Regulation D, companies must file a notice of their offering with the Securities and Exchange Commission
The U.S. Court of Appeals for the Fifth Circuit ruled that the meaning of “limited partner” under Section 1402(a)(13) of the Internal Revenue Code of 1986, as amended (the “Code”), is determined under state law. This ruling, Sirius Solutions LLP v. Commissioner, overturned a recent Tax Court decision, Soroban Capital Partners LP
When a company is looking to raise third-party capital, it will frequently sell equity in the form of securities issued by the company. The U.S. Securities Act of 1933 (as amended, the “Securities Act”) prohibits the sale of securities unless such securities are registered with the Securities and Exchange Commission (the “SEC”). The registration process
Under Regulation D Rule 506(c) of the Securities Act of 1933, private funds may generally solicit and advertise their offerings, but all purchasers must be verified as accredited investors before being allowed to invest. The requirements for verification go beyond self-certification (such as checking a box in the subscription documents), which is the common practice
Introduction
The Financial Crimes Enforcement Network (“FinCEN”), a bureau of the U.S. Department of the Treasury (the “Treasury”), issued a final rule (the “Final Rule”), adding investment advisers to the definition of “financial institution” under the regulations that implement the Bank Secrecy Act (the “BSA”). The Final
As financial markets and investors increasingly rely on instant access to data online, financial professionals are publishing more analyses through websites and social media than ever before. Yet many financial professionals may be unaware of the fine line the Investment Advisers Act of 1940 (the “Advisers Act”) draws between (i) a bona fide
In 2023, the Securities and Exchange Commission (the “SEC”) adopted amendments and issued guidance to modernize the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) when a person acquires more than 5% beneficial ownership of a voting class of
In 2023, the Securities and Exchange Commission (the “SEC”) adopted amendments and issued guidance to modernize the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) when a person acquires more than 5% beneficial ownership of a voting class of equity securities registered under Section 12 of the Exchange Act.
Senate Bill No. 17 becomes law on September 1, 2025.
On June 20, 2025, Governor Abbott signed Senate Bill No. 17 to prohibit the purchase or acquisition of interests in real property by individuals domiciled in and companies and organizations with ownership from certain designated countries. The initial “designated countries” are China, Russia, Iran, and North Korea—but the list may expand based on future Annual Threat Assessments of the U.S. Intelligence Community or by designation by the Governor of Texas. The new law, codified in Subchapter H of Chapter 5 of the Texas Property Code, applies to transactions on or after the September 1, 2025, effective date and does not apply retroactively.
In a significant move reflecting its aggressive growth strategy, Houston-based Registered Investment Advisor (RIA) Americana Partners has acquired Boulevard Family Wealth in Beverly Hills, California. This marks Americana’s first expansion outside of Texas. To navigate the complexities of this multibillion-dollar deal, Americana worked with Winstead’s Investment Management and Private Funds Industry Group. The team involved