Solicitation Emancipation: Proposed Rules Relating to the Relaxation of the Prohibition on General Solicitation

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Overview - The Securities and Exchange Commission today proposed amendments to Rule 506 of Regulation D and Rule 144A under the Securities Act of 1933 to implement Section 201(a) of the Jumpstart Our Business Startups (JOBS) Act.

The proposed amendment to Rule 506 would eliminate the prohibition against general solicitation and general advertising contained in Rule 502(c) of Regulation D with respect to offers and sales of securities made pursuant to Rule 506, provided that all purchasers are “accredited investors.” The amendments to Rule 506 would require that for offerings involving the use of general solicitation, issuers “take reasonable steps” to verify that the purchasers of the securities are “accredited investors.”

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