Rule 506(b) | Attorneys.Media

How to Structure a Delaware C-Corp SAFE Round to Avoid Unintended Securities Violations and Tax Pitfalls

Delaware startups commonly use SAFEs because they can close in days, but a poorly structured SAFE round can trigger unregistered “general solicitation” issues under Regulation D and unexpected tax consequences under IRC §§ 83, 409A, and 1202. For founders and investors in Delaware C-corps, SAFE terms must align with securities exemptions, cap table mechanics, and […]

How to Register a Blockchain-Based Securities Offering with the SEC Under Regulation D (Rules 506(b) vs. 506(c))

Blockchain Regulation / Jack Gilbert

Most blockchain-based securities offerings in the U.S. can be sold without SEC registration by relying on Regulation D—most often Rule 506(b) or Rule 506(c)—and filing a Form D within 15 days after the first sale. Reg D is a “safe harbor” exemption that still requires strict compliance with investor eligibility, solicitation limits, and anti-fraud rules.

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