Shout It From the Rooftops! SEC Removes Ban on General Solicitation and Advertising for Certain Private Placements


On July 10, 2013, the Securities and Exchange Commission (SEC) eliminated the restriction on general solicitation and general advertising in certain private placements, providing increased flexibility for marketing and other communications with investors in connection with these offerings. The SEC also took other actions related to private placements. The final rules will become effective on September 23, 2013.

Specifically, the SEC:

• Adopted final rules to implement the Jumpstart Our Business Startups Act of 2012 (the JOBS Act) requirement to eliminate the prohibition against general solicitation and general advertising in private offerings made in reliance on Rule 506 of Regulation D or Rule 144A under the Securities Act of 1933 (Securities Act);

• Proposed rules that would, if adopted, enhance the SEC’s ability to evaluate market practices in Rule 506 offerings and provide, as needed, additional investor protections as the Rule 506 market evolves; and

• Adopted rules to disqualify certain securities offerings involving “bad actors”from reliance on Rule 506 whether or not general solicitation and general advertising are used, as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank).

Please see full memorandum below for more information.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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