Dodd-Frank Wall Street Reform and Consumer Protection Act Regulation D

The Dodd-Frank Wall Street Reform and Consumer Protection Act is a United States federal statute signed into law on July 21, 2010. The Act was passed in response to the Great Recession of the late 2000s and... more +
The Dodd-Frank Wall Street Reform and Consumer Protection Act is a United States federal statute signed into law on July 21, 2010. The Act was passed in response to the Great Recession of the late 2000s and includes broad reforms related to many aspects of the financial and banking industry. Notable sections of the Act include stricter regulations of the derivatives market, as well as the Volcker Rule, which restricts the trading practices of FDIC-insured institutions.    less -
News & Analysis as of

Beware the "Bad Actor" - SEC Disqualification and Disclosure Requirements Affect Private Offering Issuers

Effective September 23, 2013, the Securities and Exchange Commission (SEC) implemented Section 926 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which provided for expanded liability for "bad actors" in...more

Amendments To "Regulation A" - A Step Towards a Middle Ground in Smaller Company Capital Formation

The Securities and Exchange Commission (Commission) recently proposed rules amending Regulation A. Regulation A currently allows an exemption from federal registration under the Securities Act of 1933 (the Securities Act) for...more

A Year End Look at the JOBS Act

2013 has proven to be a strong year for IPOs. According to a recent PWC study, total IPO volume for 2013, as of December 17, reached 237 public company debuts, which is an increase over 2012. The overwhelming majority of...more

SEC Issues Guidance on Bad Actor Rules

On December 4, 2013, the Division of Corporation Finance (the “Division”) of the U.S. Securities and Exchange Commission (the “SEC”) issued new Compliance and Disclosure Interpretations (“CDIs”) concerning the recently...more

Structured Thoughts -- Volume 4, Issue 14 -- December 2, 2013

In This Issue: Launching an Exempt Structured Products Program in the United States: Issues for Non-U.S. Banks to Consider; “Big-Boy Letters” Revisited: Pharos Decision Upheld by the Sixth Circuit.; SEC Addresses...more

The recently finalized "Bad Actor" rules and their applicability to CLO transactions

Section 926(1) of the Dodd-Frank Act required the Securities and Exchange Commission (“SEC”) to adopt rules that disqualify securities offerings involving certain felons and other “bad actors” from reliance on Rule 506 under...more

New Regulation D General Solicitation and “Bad Actor” Disqualification: Considerations for Private Funds

Offerings of private investment fund interests routinely rely on Rule 506 of the Regulation D “safe harbor” from registration under the Securities Act of 1933. Historically, such offerings have been strictly required to avoid...more

Financial Services Quarterly Report - Third Quarter 2013: U.S. Private Offerings: SEC Approves JOBS Act Requirement to Permit...

The SEC has amended1 Rule 506 of Regulation D and Rule 144A under the Securities Act of 1933 (“Securities Act”) to (1) permit, in certain circumstances, an issuer to engage in general solicitation and general advertising in...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

Concurrent EB-5 Offerings In The United States And Abroad

Until recently, U.S. offerors and others had to make offerings of EB-5 project investments solely offshore in order to benefit from Regulation S, an exclusion from registration requirements. The offerors had to exclude...more

If One Bad Actor SpoilsThe Whole Barrel, What’s An Issuer To Do?

The Jackson Five had it wrong. Under the SEC’s recently adopted Rule 506(d), one bad actor can spoil the whole bunch. To some extent issuers can exercise some control over who becomes or remains a covered persons. However,...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

New SEC Rules Disqualifying "Bad Actors" in Private Fundraising

Earlier this summer, together with some of my partners within DLA Piper (Christopher Paci, Jason Harmon, Darryl Steinhause and Wesley Nissen), I wrote an article about new SEC regulations concerning private offerings. The...more

Reminders for Issuers That Intend to Use General Solicitation

Privately held operating company issuers (as distinguished from private funds) should plan ahead if they intend to use general solicitation for Rule 506(c) offerings after September 23, 2013. Here are just a few...more

Congress Wants To Ban Felons While California Doesn’t Want To Ask

This week, the Securities and Exchange Commission’s “bad actor” rule amendments take effect. These rule amendments implement Section 926 of the Dodd-Frank Wall Street Reform and Consumer Protection Act which is entitled...more

In Case You Missed It - Interesting Items for Corporate Counsel (Update) - September 11, 2013

As we run up the September 23 effective date of rules eliminating the prohibition on general solicitations under Regulation D and wait for final SEC "process" rules, a few additional resources are below(summary of comments on...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

Dawn of a Brave New World! Advertising in "private offerings" under new SEC Rule 506(c), but no "bad actors"

Exempt securities offerings are nearing the dawn of what promises to be a truly Brave New World: Beginning September 23, 2013, new SEC Rule 506(c) will allow advertising and general solicitation in certain “private”...more

Immediate Action Item for Private Funds and Their Managers: Prepare and Distribute "Bad Actor" Questionnaires

As widely reported, the Securities and Exchange Commission (SEC) approved a final rule effective Sept. 23, 2013, that prohibits a fund relying on the vital Regulation D/Rule 506 exemption from SEC registration if the issuer...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

Open For Business: Comments On The SEC’s Latest Regulation D Proposals

A review of some of the approximately 300 comment letters the SEC has received relating to its latest round of Regulation D proposals is a showcase for the various types of companies that have already sprung up in the hopes...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

SEC Lifts Ban on General Solicitation for Certain Private Offerings

Background - On April 5, 2012, President Obama signed the Jumpstart Our Business Startups Act (the “JOBS Act”) into law. The JOBS Act is intended to “increase American job creation and economic growth by improving...more

All The World’s A Stage, But The SEC Isn’t Allowing All Actors To Play Upon It

Every Rule Must Play It’s Part, But This Part Is A Sad One - There is much to dislike in the SEC’s recent “bad actor” rule amendments. While Congress conceived the idea of disqualifying bad actors (Section 926 of the...more

In Case You Missed It - Interesting Items for Corporate Counsel (Cumulative)

As forecast, there is no shortage of law firm memos describing Regulation D changes, including the final rules eliminating the general solicitation ban (here) and prohibiting "bad actor" participation (here) and the proposed...more

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