First, it is important to note that the liquidation preference is not just a tool of venture capitalists. It shows up in growth capital private equity as well. There are a number of good resources that have described the liquidation preference, including a blog post by Brad Feld, a post on Venture Beat, and a blog post by Ryan Roberts at Startup Lawyer.…

The starting point for the sale of securities—broadly defined to include equity and debt instruments, investment contracts, certificates of deposit, securities index, participation rights in a profit-sharing agreement, interests in mineral rights, derivatives, and interests in investment funds howsoever organized1—in the United States is the prohibition in the SAon offering or selling any security sold using the instruments of interstate commerce unless such security is registered with the SECor is exempted from registration.…

I knew the SEChad released its proposed rules in November 2013, and had read a summary of its key provisions prepared by one of the law firms I trust. I had also noted a number of articles critical of the proposed rules. I had not, however, devoted much attention to equity crowdfunding.…