Financial Services Bulletin: SEC and CFTC Action - September 2012

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SEC Proposes JOBS Act General Solicitation of Securities Offerings Rules

On Wednesday, August 29, 2012, the Securities and Exchange Commission (the "SEC") proposed amendments to Rule 506 of Regulation D and Rule 144A under the Securities Act of 1933 pursuant to Section 201(a) of the Jumpstart Our Business Startups Act.  The proposed amendment to Rule 506 would provide that the prohibition against general solicitation and general advertising contained in Rule 502(c) of Regulation D would not apply to offers and sales of securities made pursuant to Rule 506, provided that all purchasers of the securities are accredited investors.  The proposed amendment to Rule 506 would also require that, in Rule 506 offerings that use general solicitation or general advertising, the issuer take reasonable steps to verify that purchasers of the securities are accredited investors.  The proposed amendment to Rule 144A(d)(1) would provide that securities may be offered pursuant to Rule 144A to persons other than qualified institutional buyers, provided that the securities are sold only to persons that the seller and any person acting on behalf of the seller reasonably believe are qualified institutional buyers.  The SEC is also proposing to revise Form D to add a separate check box for issuers to indicate whether they are using general solicitation or general advertising in a Rule 506 offering.

Read the SEC press release

Read the Perkins Coie Update on the SEC's proposed rules regarding general solicitation and advertising in private offerings

CFTC Adopts Rules on Swap Confirmation, Processing, Netting, Documentation, and Valuation

On Tuesday, September 11, 2012, the Commodity Futures Trading Commission adopted new rules to implement certain provisions of Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act").  Section 731 of the Dodd-Frank Act added a new section 4s(i) to the Commodity Exchange Act, which requires the Commission to prescribe standards for swap dealers and major swap participants related to the timely and accurate confirmation, processing, netting, documentation, and valuation of swaps.  The new rules set forth requirements for swap confirmation, portfolio reconciliation, portfolio compression, and swap trading relationship documentation for swap dealers and major swap participants.

Read the CFTC rule