Important Announcement

We are pleased to share that as of August 1, 2025, Braeden Anderson, the founder of Anderson P.C., has joined Gesmer Updegrove LLP as a Partner. Work currently performed by Anderson P.C. will be transitioning to Gesmer. This website will remain active as a curated archive for legal insights.

Gesmer Updegrove LLP, founded in 1986, is a nationally recognized law firm with a premier reputation for representing high-growth companies, innovative technology pioneers, and venture-backed startups. Together, we are enhancing our ability to provide comprehensive, end-to-end legal support to entrepreneurs, founders, investors, and scaling businesses across every stage of the corporate lifecycle. From formation, fundraising, and IP strategy to tax planning, M&A, securities compliance, enforcement defense, and strategic exits, our combined strengths now span the full spectrum of business law.

Thank you for following and supporting us on this journey. To learn more or to connect with Braeden or a member of the Gesmer team, please visit: www.gesmer.com or e-mail him at braeden.anderson@gesmer.com

Anderson Insights K. Braeden Anderson Anderson Insights K. Braeden Anderson

Regulation A and the Role of Finders: A Fresh Look at an Old Dilemma

The SEC’s Small Business Capital Formation Advisory Committee will convene on July 22, 2025, to revisit two of the most important—yet perennially underdeveloped—components of the U.S. private capital markets: Regulation A and the regulatory treatment of “finders.” Both topics go to the heart of one of the SEC’s toughest policy challenges: how to responsibly expand capital access for small and emerging businesses without sacrificing investor protection.

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Anderson Practical Guide K. Braeden Anderson Anderson Practical Guide K. Braeden Anderson

Conducting a Tokenized Offering Under Reg A

While there are multiple frameworks available to launch and distribute tokens—including those designed to avoid classification as securities—many of our clients elect to offer tokens as securities for strategic reasons. This can include unlocking broader investor participation, enabling secondary market liquidity, or building long-term institutional trust. Regulation A and Regulation Crowdfunding (Reg CF) are the two primary exemptions that allow for the public issuance of security tokens under U.S. law.

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Anderson Insights K. Braeden Anderson Anderson Insights K. Braeden Anderson

Waivers of Disqualification under Regulation A and Rules 505 and 506 of Regulation D: Understanding Key Requirements and SEC Review

In the U.S. securities framework, issuers often rely on exemptions like Regulation A and Regulation D to raise capital without registering their offerings. However, certain disqualifying events can bar a company from using these exemptions, particularly if there has been past misconduct involving the issuer, its officers, or significant shareholders. This guide will explore the disqualification rules for exempt offerings, when waivers may be available, and the factors that the Securities and Exchange Commission (SEC) considers when reviewing waiver requests.

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Anderson Insights K. Braeden Anderson Anderson Insights K. Braeden Anderson

Equity Crowdfunding: A Comparison of Reg A, Reg CF, and Reg D

In the ever-evolving landscape of modern capital formation, the avenues available to entrepreneurs are both myriad and complex. Navigating the regulatory intricacies of Regulation A (Reg A), Regulation Crowdfunding (Reg CF), and Regulation D (Reg D) transcends mere compliance; it is a strategic imperative that can profoundly shape the trajectory of a business. Each regulatory framework not only delineates specific parameters regarding investor eligibility and funding caps but also carries distinct implications for ongoing disclosure and market engagement.

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