The U.S. Department of Labor’s (the “DOL”) amendment to the qualified professional asset manager (“QPAM”) prohibited transaction class exemption 84-14 (the “Exemption”) went into effect on June 17, 2024. Current QPAMs must send a one-time email notice to the DOL no later than December 14, 2024, in order to rely on the Exemption (see below).
Continue Reading Update to the Qualified Professional Asset Manager Exemption (QPAM)

When a company is in the process of pursuing a transaction involving the acquisition or merger of another company, one of the first negotiable documents encountered will likely be a non-disclosure or confidentiality agreement (“NDA”). This is a document that will dictate how a company will handle confidential information during the due diligence process (and

If an issuer of a securities wishes to generally advertise their private offering of securities, they can do so under Rule 506(c) of Regulation D of the Securities Act of 1933, which would exempt the offeror from registration as an “Investment Company” under the Investment Company Act. Although offering securities under the 506(c) restriction allows the issuer of the securities not to register as an “Investment Company,” the issuer will still have to file a “Form D” with the SEC once the securities are sold, notify each state in which the securities have been sold with what are called “Blue Sky” filings, and provide certain other disclosures to prospective investors.Continue Reading Complying with Rule 506(c): Investor Verification Methods Explained

Modern Counsel magazine recently featured Erin Sedloff, the Associate General Counsel for Mainsail, a client of Winstead. Erin joined Mainsail in 2021 and established a legal center of excellence to provide legal support to Mainsail’s portfolio companies. Her exceptional performance as an influential and trusted advisor to the founder teams of Mainsail’s portfolio companies has

On January 1, 2021, Congress enacted the Corporate Transparency Act (the “CTA”) as part of the Anti-Money Laundering Act of 2020 and its annual National Defense Authorization Act. The new legislation requires certain entities to report information about their owners, management and the individuals who helped create the entities to the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”). The information reported to FinCEN is intended to assist law enforcement in combating money laundering, tax fraud, terrorist financing, and other unlawful activities that occur through shell and front companies.Continue Reading The Corporate Transparency Act (Part 1): An Overview

On January 1, 2021, Congress enacted the Corporate Transparency Act (the “CTA”) as part of the Anti-Money Laundering Act of 2020 and its annual National Defense Authorization Act. The new legislation requires certain entities to report information about their owners, management and the individuals who helped create the entities to the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”). The information reported to FinCEN is intended to assist law enforcement in combating money laundering, tax fraud, terrorist financing, and other unlawful activities that occur through shell and front companies.

This is the second article in a new series about the CTA. This edition will provide a more detailed look at the exemptions from reporting requirements under the CTA. Continue Reading The Corporate Transparency Act (Part 2): Exemptions from the Reporting Requirements

On January 1, 2021, Congress enacted the Corporate Transparency Act (the “CTA”) as part of the Anti-Money Laundering Act of 2020 and its annual National Defense Authorization Act. The new legislation requires certain entities to report information about their owners, management and the individuals who helped create the entities to the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”). The information reported to FinCEN is intended to assist law enforcement in combating money laundering, tax fraud, terrorist financing, and other unlawful activities that occur through shell and front companies.

This is the third article in a new series about the CTA. This edition will outline the information required to be reported to FinCEN by reporting companies and highlight the timeline for reporting such information.Continue Reading The Corporate Transparency Act (Part 3): Reporting Requirements

On January 1, 2021, Congress enacted the Corporate Transparency Act (the “CTA”) as part of the Anti-Money Laundering Act of 2020 and its annual National Defense Authorization Act. The new legislation requires certain entities to report information about their owners, management and the individuals who helped create the entities to the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”). The information reported to FinCEN is intended to assist law enforcement in combating money laundering, tax fraud, terrorist financing, and other unlawful activities that occur through shell and front companies.

This is the fourth article in a new series about the CTA. This edition highlights which individuals qualify as “beneficial owners” and “company applicants” of reporting companies and further explains the unique identifier that such individuals can apply for through FinCEN.  For more detail on what specific information is required to be reported for beneficial owners and company applicants, please read our other articles in this series: The Corporate Transparency Act (Parts 1-4).Continue Reading The Corporate Transparency Act (Part 4): Beneficial Owners and Company Applicants Defined Under the CTA

With over twenty years of experience partnering with bootstrapped founders, Mainsail Partners has established itself as a leading growth equity firm specializing in helping B2B software companies scale and achieve sustainable growth. The firm’s collaborative and hands-on approach is anchored by Mainsail’s Operations Team, comprised of individuals who work beside founders and management teams to navigate the opportunities and challenges in the critical growth stage between $5 million and $50+ million of recurring revenue. The mission of this team is to help portfolio companies recruit key executives, accelerate product development, scale go-to-market, and build out critical systems and data infrastructure to support growth.  Continue Reading Mainsail Partners