News & Analysis as of

CFTC Staff Issues Exemptive Letter Facilitating Broader Marketing of Certain Commodity Pools

On September 9, 2014, the Division of Swap Dealer and Intermediary Oversight (“Division”) of the US Commodity Futures Trading Commission (“CFTC”) issued an exemptive letter (“Letter”) harmonizing certain CFTC restrictions on...more

CFTC grants relief to commodity pool operators selling securities using general solicitation in reliance upon Rule 506(c)

Nearly one year ago the Securities and Exchange Commission adopted Rule 506(c), which eliminated the ban on general solicitation and general advertising in the offer and sale of securities if certain criteria set forth in the...more

CFTC Provides Exemptive Relief for Commodity Pool Operators Relying on the JOBS Act’s General Solicitation Amendments and...

Earlier this week, the Commodity Futures Trading Commission’s (“CFTC”) Division of Swap Dealer and Intermediary Oversight (the “Division”) issued a series of exemptive and no-action letters applicable to commodity pool...more

CFTC Permits CPOs to Advertise

On September 9, 2014, the Commodity Futures Trading Commission (CFTC) issued an exemptive letter (No. 14-116) that permits a commodity pool operator (CPO) relying on an exemption under CFTC Regulation 4.7(b) or 4.13(a)(3) to...more

New ACE Portal/NYSE Platform Could Facilitate Private Equity Fund Raising

An enduring challenge of private equity is fund raising, whether in connection with fund formations, portfolio company financings or limited partner secondary sales. The recent modification of the SECs rules on general...more

SEC Staff Provides Rule 506(c) Verification Guidance

The SEC Staff recently provided further guidance on the provisions of Rule 506(c) of Regulation D which permit the use of general solicitation and general advertising when sales are made only to accredited investors and the...more

SEC Division of Corporation Finance Issues 11 New C&DIs

On November 13, the Securities and Exchange Commission’s Division of Corporation Finance issued two new Compliance and Disclosure Interpretations (C&DIs) on Rule 144A under the Securities Act of 1933 (Securities Act) and nine...more

SEC Releases New FAQs On General Solicitation

On November 13, 2013, the SEC released new compliance and disclosure interpretations (which we’re calling FAQs) aimed at addressing common questions relating to private offerings that make use of general solicitation under...more

Setting The Record Straight On The New General Solicitation Rules

On September 23, 2013, the final rules eliminating the prohibition on general solicitation and advertising for certain offerings under Rule 506 went into effect. While this development was anticipated with much excitement by...more

Are Condo Hotels Making A Comeback?

Condo hotels offer private individuals the opportunity to purchase a condominium unit for personal use part of the year and for rent to the general public as part of a hotel when it is not in use by the owner. These projects...more

Reasonable Steps to Verify - Third Party Certification Procedure Designed to Comply with New SEC Rules Permitting General...

On July 10, 2013, the Securities and Exchange Commission (“SEC”) adopted rules to eliminate the prohibition against general solicitation and general advertising in certain securities offerings under Rule 506 of Regulation D...more

Emerging Growth and Venture Capital News - Fall 2013

NEW SEC GENERAL SOLICITATION AND “BAD ACTOR” RULES RE PRIVATE STOCK SALES NOW IN EFFECT - New Securities and Exchange Commission rules concerning private stock sales are now in effect. Under these rules, for...more

A Seismic Shift In The Securities Laws: The Elimination of the Ban on the Use of General Solicitation or General Advertising in...

In accordance with its mandate in Section 201(a) of the Jumpstart Our Business Startups Act ("JOBS Act"), on July 10, 2013, the Securities and Exchange Commission (“SEC”) adopted new Rule 506(c)[i], which is an amendment to...more

The Financial Report - Volume 2, No. 17 • September 2013

Discussion and Analysis - Even some financial services industry professionals are confused. The 80-year-old prohibition on general solicitation ended on Monday of last week. This means it is now legal for companies to...more

General Solicitation – Week One – Flying Cars And More

It began with announcements like this from AngelList. For just $99 plus $25 per investment, wefunder will let you create a create a “beautiful profile” and send updates to followers, and provide free investment contracts,...more

De Minimis Exemption Inhibiting Funds

Quite a number of collective investment vehicles, including funds, and other entities that may not be viewed by the CFTC as “operating companies” may, in the absence of specific relief or an available exemption, be a...more

Fundraising By Private Companies: SEC Lifts Ban On General Solicitation

Effective September 23, 2013, the Securities and Exchange Commission ("SEC") lifted the ban on general solicitation and advertising in connection with certain fundraising activities. This rule change was required by the...more

Demo Days, Pitch Events and the New Reg D

I. Introduction / Background - With the passage of the JOBS Act, the regulation governing most private securities offerings is undergoing a dramatic makeover. Congress tasked the Securities and Exchange Commission...more

General Solicitation and Advertising Permitted under Rule 506(c) – The SEC Takes First Steps in JOBS Act Rulemaking

Effective September 23, 2013, finalized rulemaking by the Securities and Exchange Commission (SEC), implementing Section 201(a)(1) of the Jumpstart Our Business Startups Act (the JOBS Act), allows issuers of securities to...more

How To Use Electronic Media To Access Accredited Investors Under The New SEC Rules

Effective September 23, 2013, pursuant to new SEC Rule 506(c), issuers of securities are allowed to reach “accredited investors” through general solicitation as long as they take adequate precautions to a) limit the offering...more

General Solicitation Under The JOBS Act And Blue Sky Laws

As many know, on September 23, 2013, issuers will be able to make general solicitations, or advertising, when selling securities under Rule 506 of Regulation D. While we look forward to working with issuers on these...more

Amended Rule 506 - Lifting the Ban on General Solicitation

At its July open meeting, the Securities Exchange Commission (SEC) approved a rule proposal to amend Rule 506 of Regulation D and Rule 144A under the Securities Act of 1933 (the Securities Act)....more

Update! New JOBS Act Regulations

Several of our discussions have mentioned the SEC’s delay in adopting final implementing regulations under the JOBS Act of 2012, however, on September 23, 2013 a few new JOBS Act regulations will become effective to implement...more

New Rule 506(d) "Bad Actor" Disqualification - A Continuous Diligence Headache for Emerging Companies

As required by the Dodd-Frank Act, the SEC on July 10, 2013, adopted final Rule 506(d) to "disqualify felons and other bad actors" from Regulation D private offerings. New Rule 506(d) identifies persons and triggering events...more

JOBS Act Rules – Limited Grandfathering For Current Investors; Certain Other Form D Developments

Issuers taking advantage of the general solicitation allowance provided by Rule 506(c) must take “reasonable steps” to verify the accredited investor status of investors in the offering....more

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