Form D Filing

News & Analysis as of

The More Things Change….

Today, September 23rd, is the one year anniversary of the effective date of the changes relaxing the prohibition against general solicitation in certain offerings made under Rule 506 and resales made pursuant to Rule 144A....more

Form D: Short But Not Simple.

Companies selling securities are generally required to register the offering with the Securities and Exchange Commission (SEC). In certain circumstances, an offering may qualify for an exemption from these registration...more

Electronic Blue Sky Filings: NASAA Proposes Model State Rules

The North American Securities Administrators Association, Inc. (NASAA) has released model rules relating to the use of its Electronic Filing Depository (EFD) system for Form D and state registration and notice filings. The...more

NASAA Seeks Comment on a Model Rule for Electronic Blue Sky Filings

The North American Securities Administrators Association, Inc. (NASAA) posted a web notice requesting comment on model rules that would provide for electronic filings with the states of Form D and other state securities...more

A Bad Turn For Reg A+ And Reg D?

SEC Commissioner Luis A. Aguilar gave a speech to an annual conference of the North American Securities Administrators Association, otherwise known as NASAA. On the issue of Reg A+ preemption of state law, the Commissioner...more

2014 Compliance Checklist for Investment Advisers

For those of you still easing into 2014, we thought that now would be a good time to help you plot out your regulatory and internal compliance schedules for the upcoming calendar year....more

SEC Division of Corporation Finance Issues Guidance on Rule 506(c) Private Placements

On January 23, the Securities and Exchange Commission’s Division of Corporation Finance issued new Compliance and Disclosure Interpretations (C&DIs) with respect to Rule 506 exemptions from registration under the Securities...more

Regulation D/Form D Proposed Amendments

On the same day that the SEC adopted changes to Rule 506 and Rule 144A in order to relax the prohibition against general solicitation, the SEC proposed for comment amendments to Form D, Regulation D and Rule 156. These...more

The Uncertain Status of Demo Days and Pitch Days Requires Special Care

We've all heard the statistics, that the private market for fundraising is larger than the public market, and that angel investors in the private market are responsible for nearly all seed and early-stage deals. In 2012, for...more

SEC Provides Interpretations on Rule 506(c)

As we’ve previously blogged, in July 2013 the SEC adopted rules that permit general solicitation and general advertising in connection with certain offerings of securities to accredited investors. Yesterday, to help the...more

SEC Issues 11 C&DIs On Rule 144A and Rule 506(c)

On November 13, 2013, the SEC issued 11 new Compliance & Disclosure Interpretations regarding Rule 144A and Rule 506(c). As with previous C&DIs, many of the new ones confirm positions that the SEC has already taken in other...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

JOBS Act Implementation

On October 30, 2013, the Director of the SEC’s Division of Corporation Finance, Keith Higgins, testified at the Senate hearings on JOBS Act implementation. ...more

SEC Issues Proposed Rules Intended to Protect Investors and Gather Additional Information in Connection With Permitting General...

On July 10, 2013, the Securities and Exchange Commission ("SEC") issued proposed rules regarding amendments to Regulation D, Form D and Rule 156 of the Securities Act. The SEC has requested comments on the proposed rules....more

Corporate and Financial Weekly Digest - October 11, 2013

In this issue: - SEC Launches Public Website for Analyzing Exchange Data - New York Stock Exchange Proposes New Rules to Harmonize Quantitative Continued Listing Standards and Modify Reverse Merger Listing...more

Hedge Funds Begin General Solicitation

According to this article dated October 4, 2013, eight hedge funds had filed Form D’s indicating they were engaged in general solicitation. My unscientific review of 25 Form D’s (all filers, not just hedge funds) filed...more

Private Offerings: Questions that Might Frequently be Asked Sometime Soon (Part II)

Shortly after the Securities and Exchange Commission (SEC) adopted the final rule relaxing the prohibition against general solicitation in connection with offerings made pursuant to new Rule 506(c) and Rule 144A, we provided...more

Crowdfunding And JOBS Act News Roundup – October 1, 2013

This article talks about how someone “raised $250K in 53 minutes . . . But the server for my site crashed and was exceptionally slow for about 20 minutes … I have no doubt that, for a growth round … I could raise a couple...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

SEC Re-Opens Comment Period for Regulation D Proposal

On September 27, 2013, the SEC published Release No. 33-9458 to re-open the comment period for its proposed amendments to Regulation D, Form D and Securities Act Rule 156. The comment period for the proposals, which were...more

SEC Re-Opens Comment Period for Amendments to Regulation D, Form D and Rule 156

On September 27, the SEC re-opened the comment period to permit interested persons additional time to analyze and comment on the proposed amendments. The comment period will be re-opened until 30 days after publication in the...more

The SEC’s Proposed Rule Changes Under The JOBS Act

As much as the elimination of the ban on general solicitation of private placements through the passage of Rule 506(c) creates significant opportunities for private issuers, the U.S. Securities and Exchange Commission (SEC)...more

SEC Proposes Additional Requirements to Regulation D, Form D and Rule 156

The Securities and Exchange Commission (SEC) has proposed a suite of amendments to Regulation D, Form D and Rule 156 under the Securities Act of 1933 (Securities Act) (Proposed Rules). According to the SEC, the Proposing...more

SEC Chair Clarifies Effect of Proposed Rules on Newly Created Rule 506(c)

On July 10, 2013, the SEC approved final rules that repealed the ban on general solicitation in Rule 506(c) offerings if sales are made only to accredited investors and other conditions are met. On the same day, the SEC...more

SEC Proposes Amendments to Regulation D, Form D and Rule 156

On July 10, 2013, the Securities and Exchange Commission adopted final rules amending Rule 506 of Regulation D to permit general solicitation and to disqualify felons and other “bad actors” from participating in certain...more

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