David M. Lynn

David M. Lynn

Morrison & Foerster LLP

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SEC Staff Provides Rule 506(c) Verification Guidance

The SEC Staff recently provided further guidance on the provisions of Rule 506(c) of Regulation D which permit the use of general solicitation and general advertising when sales are made only to accredited investors and the...more

7/8/2014 - Accredited Investors Advertising General Solicitation Issuers New Regulations Regulation D Rule 506(c) SEC Verification Requirements

SEC Staff Provides More Guidance on Rule 506(d)

On January 3, 2014 the Staff of the SEC’s Division of Corporation Finance updated the Securities Act Rules Compliance and Disclosure Interpretations to address a number of interpretive issues under the “bad actor”...more

1/6/2014 - Bad Actors Compliance Regulation D Rule 506 Offerings SEC Securities Exchange Act

SEC Announces Agenda and Panelists for Small Business Forum

The SEC has announced the agenda and panelists for its annual Small Business Forum on November 21, 2013. The event will begin at 9 a.m. at the SEC (and via webcast), and will include two morning panel discussions. The first...more

11/14/2013 - JOBS Act Regulation D SEC Small Business

Private Offerings: Questions that Might Frequently be Asked Sometime Soon (Part II)

Shortly after the Securities and Exchange Commission (SEC) adopted the final rule relaxing the prohibition against general solicitation in connection with offerings made pursuant to new Rule 506(c) and Rule 144A, we provided...more

10/3/2013 - Accredited Investors Bad Actors Disqualification Form D Filing General Solicitation Investors Private Offerings Regulation D Rule 144A Rule 506 Offerings SEC Social Media

SEC Re-Opens Comment Period for Regulation D Proposal

On September 27, 2013, the SEC published Release No. 33-9458 to re-open the comment period for its proposed amendments to Regulation D, Form D and Securities Act Rule 156. The comment period for the proposals, which were...more

10/1/2013 - Form D Filing Regulation D SEC Securities Act of 1933

Reminders for Issuers That Intend to Use General Solicitation

Privately held operating company issuers (as distinguished from private funds) should plan ahead if they intend to use general solicitation for Rule 506(c) offerings after September 23, 2013. Here are just a few...more

9/16/2013 - Bad Actors Broker-Dealer Dodd-Frank General Solicitation JOBS Act Regulation D Rule 506 Offerings

Private Offerings: Questions that Might Frequently be Asked Sometime Soon

Although the SEC’s final rule relaxing the ban on general solicitation in certain Rule 506 offerings and Rule 144A offerings was highly anticipated, the final rule leaves open or raises a number of interesting...more

7/24/2013 - Accredited Investors Advertising Dodd-Frank General Solicitation Marketing Private Placements Regulation D Rule 144A Rule 506 Offerings SEC

Goldilocks, Porridge and General Solicitation

Introduction - At long last, the U.S. Securities and Exchange Commission (SEC) took action today to implement rules that complied with the JOBS Act mandate to relax the prohibition against general solicitation in...more

7/11/2013 - Dodd-Frank General Solicitation Investor Protection JOBS Act Regulation D Rule 506 Offerings SEC Securities Act of 1933

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