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New Rule 506 C&DI’s Require Some Explaining

Nancy Wojtas, the head of the public companies group at Cooley LLP, alerted me to the fact that the SEC staff yesterday issued 14 new Compliance & Disclosure Interpretations (C&DIs) relating to Rule 506 under Regulation D. ...more

12/5/2013 - Compliance Disclosure Requirements General Solicitation Regulation D Rule 506 Offerings SEC Securities Exchange Act

Delaware Embraces General Solicitation

Nevada Secretary of State Ross Miller has been a tireless promoter of Nevada’s private corporation law. Over a year ago, he announced an on-line business entity search tool for iPhone, iPad and iPod Touch users...more

11/20/2013 - General Solicitation State of Incorporation

Questions About Third-Party Confirmations Of Accredited Investor Status

Countless memoranda and alerts have been issued about the SEC’s adoption of rule amendments eliminating the prohibition against general solicitation and general advertising in Rule 506 and Rule 144A offerings. Congress...more

10/16/2013 - Accredited Investors General Solicitation JOBS Act Rule 144A Rule 506 Offerings SEC

SEC’s Bad Actor Rules Roil Opinion Practice

The SEC’s bad actor rules are causing a great deal of consternation amongst lawyers who are being asked to give opinions that the offer and sale of securities do not require registration under the Securities Act of 1933. ...more

10/9/2013 - Accredited Investors Bad Actors General Solicitation JOBS Act Rule 506 Offerings SEC Securities Act of 1933

This Picture Is Worth 471 Words (More or Less)

Monday is the big day for the SEC’s “Bad Actor” and “General Solicitation” rule amendments. I’ve previously observed that many are likely to find the Bad Actor amendments to be bad rules when it comes to compliance. ...more

9/20/2013 - Bad Actors General Solicitation Rule 144A SEC Statutory Interpretation

All The World’s A Stage, But The SEC Isn’t Allowing All Actors To Play Upon It

Every Rule Must Play It’s Part, But This Part Is A Sad One - There is much to dislike in the SEC’s recent “bad actor” rule amendments. While Congress conceived the idea of disqualifying bad actors (Section 926 of the...more

8/16/2013 - Advertising Bad Actors Dodd-Frank General Solicitation Private Placements Regulation D Rule 144A Rule 506 Offerings SEC Section 926

The Most Important Thing You Need To Know Now About The Lifting Of The General Solicitation Ban

I’m tempted to begin this post with the following: Last week, the Securities and Exchange Commission lifted the ban on general solicitation in Rule 506 and Rule 144A offerings....more

7/15/2013 - Administrative Procedure Act Advertising General Solicitation JOBS Act Regulation D Rule 144A Rule 506 Offerings SEC

Could The Product Of Two Debts Really Be A Fortune?

In 628 in the Gurjar capital city of Bhillamala (now, Bhinmal, India), the mathemetician Brahmagupta set out to explain how zero and negatives numbers work. In his book, Brahmasphutasiddhanta, he set forth the rule that the...more

1/30/2013 - Administrative Procedure Act Advertising Dodd-Frank General Solicitation JOBS Act SEC

SEC Faces A Swarm Of Legal Issues In Considering The Investor Advisory Committee’s Recommendations Concerning General Solicitation

The SEC’s Investor Advisory Committee held another meeting last week with Elisse B. Walter making her first public appearance as SEC Chairman. She and Commissioner Luis A. Aguilar had many kind words for the Committee’s...more

1/21/2013 - Dodd-Frank General Solicitation Investor Advisory Committee JOBS Act SEC

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