On August 29, 2012, the Securities and Exchange Commission proposed amendments to Rule 506 of Regulation D and Rule 144A under the Securities Act of 1933 (the “Securities Act”) to eliminate prohibitions against the use of general solicitation in private offerings conducted in reliance on those rules. The amendments are required by Section 201(a) of the Jumpstart Our Business Startups Act (the “JOBS Act”), which was signed into law earlier this year. Offerings under Rule 506 and Rule 144A are widely used to raise capital, and the proposed amendments could have significant implications for market participants. According to the SEC, in 2011 issuers raised $895 billion and $168 billion in Rule 506 and Rule 144A offerings, respectively, compared to $984 billion raised in registered offerings. The proposed amendments would significantly expand the permissible methods of marketing these types of offerings, enabling public and private operating companies, investment funds (including hedge funds, venture capital funds, private equity funds and other private investment vehicles) and other issuers to use print, broadcast and outdoor advertisements, internet advertisements, websites without password protection and other forms of public communication to attract investors, so long as all investors who actually purchase securities in the offering are accredited investors.