General Solicitation

General Solicitation typically refers to the soliciting of investors to purchase securities. Prior to the passage of the JOBS Act in 2012, general solicitation was banned in connection with privately offered... more +
General Solicitation typically refers to the soliciting of investors to purchase securities. Prior to the passage of the JOBS Act in 2012, general solicitation was banned in connection with privately offered unregistered securities. Issuers were only permitted to offer such securities to investors with whom they had a pre-existing substantive relationship. Section 201(a) of the JOBS Act lifted the ban on general solicitation, but only with respect to accredited investors.  less -
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SEC Issues Interpretive Advice About Verification Safe Harbors Under Rule 506(c)

The availability of the private placement exemption under SEC Rule 506 depends in large measure upon determinations that purchasers are “accredited investors” under the rules. Where there is no general solicitation, Rule...more

Guidance Provides Path Forward for Accredited Investor Verification

As mandated by Congress in Section 201(a) of the Jumpstart Our Business Startups Act, in July 2013 the Securities and Exchange Commission (SEC) amended Rule 506 under Regulation D of the Securities Act of 1933, creating a new...more

Department Of Energy Makes Available $4 Billion In Loan Guarantees For Renewable Energy

On July 3, 2014, the U.S. Department of Energy (DOE) announced that it is making an additional $4 billion available in loan guarantees for innovative renewable energy and energy efficiency projects located in the U.S. that...more

Corporate and Financial Weekly Digest - Volume IX, Issue 27

In this issue: - SEC Publishes Guidance for Investment Advisers and Proxy Advisory Firms Regarding Proxy Voting and Solicitation - SEC Division of Corporation Finance Issues C&DIs Relating to Accredited Investor...more

Qualification and Application Checklist for New DOE Loan Guarantee Solicitation for Renewable Energy and Efficiency Projects

Late last week, the United States Dept. of Energy (“DOE”) Loan Program Office issued a final solicitation for projects seeking loan guarantees titled “Federal Loan Guarantees for Renewable Energy Projects and Efficient Energy...more

Energy Department offers $4 billion loan guarantee program for renewable energy and efficiency projects

The U.S. Department of Energy has announced a $4 billion loan guarantee program for renewable energy and energy efficiency projects. The Renewable Energy and Efficient Energy Projects Loan Guarantee program is intended to...more

New Senate Bill Introduced to Clarify Definition of General Solicitation

The text of S. 2498, introduced by Senator Murphy in late June, was finally released. The bill is titled the “HALOS Act”, or “Helping Angels Lead our Startups Act.” Angel investors have expressed concerns regarding the...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

Private Fund Update - June 2014 #3

In this issue: - The 113th Congress - The Administration - Securities and Exchange Commission - Securities and Exchange Commission - Association for Corporate Growth (ACG) - Private Equity...more

Verifying Accredited Investors in Public Rule 506 Offerings: SIFMA Guidance

On June 23, 2014, the Securities Industry and Financial Markets Association (SIFMA) published a memo outlining several specific methods for verifying accredited investor status that SIFMA believes would satisfy the...more

HALOS in the Making: Helping Angels Lead our Startups Act

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

Why Startups Are Stepping on the Brakes Despite SEC Giving Green Light to General Solicitation

In September 2013, the SEC significantly relaxed restrictions that had been in place for over 80 years on companies’ ability to advertise for investors. The old rule, generally referred to as the “ban on general...more

Crowdfunding in Texas – When?

The Texas intrastate crowdfunding rules were adopted in April and the Texas Securities Board will consider comments to the rules through the end of June (even though the official deadline for comments is June 8th). The...more

Department of Energy Announces New Loan Guarantee Program for Renewable Energy and Energy Efficiency Projects

The Department of Energy’s Loan Program Office (the “DOE”) announced on April 16, 2014, a new loan guarantee program for up to $4 billion under Section 1703 of Title XVII of the Energy Policy Act. The announcement coincides...more

ECCF

Recently, Craig Lewis, the Chief Economist and Director of the SEC’s Division of Economic and Risk Analysis, commented on the economic impact of various JOBS Act reforms, or the effects on “efficiency, competition, and...more

In Case You Missed It - Interesting Items for Corporate Counsel

The Director of the SEC’s Division of Corporation Finance, Keith Higgins, recently gave the keynote address, here, at the 2014 Angel Capital Association Summit. He focused on the following three items on the SEC rulemaking...more

Corporate Communicator - Spring 2014

In this issue of the Corporate Communicator we bring you two short articles on important developments from the SEC relating to private securities offerings and private M&A transactions. In the first article, we discuss the...more

Keith Higgins Speaks To JOBS Act Misperceptions: • The Staff Will Not Be Quick To Second Guess • “Venture Fairs” And “Demo Days”...

In a recent speech, Keith Higgins, Director, SEC Division of Corporation Finance, gave his views on certain misperceptions and other matters regarding general solicitation under the JOBS Act....more

General Solicitation and Bad Actor Guidance from the SEC

The Securities and Exchange Commission (the “SEC”) has released a series of Compliance and Disclosure Interpretations (the “Interpretations”) recently addressing the general solicitation exemption under new Rule 506(c) of...more

Latest C&DIs Regarding Rule 506

The Securities and Exchange Commission’s Division of Corporation Finance posted a few additional interpretations (at 260.33 and 260.34) late January relating to the continuation of offerings commenced prior to September 23,...more

SEC Staff Issues Interpretive Guidance on Recently Adopted Amendments to Rule 506 Addressing General Solicitation and Bad...

Effective September 2013, the U.S. Securities and Exchange Commission (SEC) amended Rule 506 of Regulation D to (1) permit, in certain circumstances, an issuer to engage in general solicitation and general advertising in...more

SEC Staff Announces 2014 Broker-Dealer Examination Priorities

The SEC’s Office of Compliance Inspections and Examinations (“OCIE”) announced the 2014 examination priorities (the “Announcement”) for its National Examination Program (the “NEP”). The priorities are organized according to...more

SEC Proposes Regulation A+ For Small Businesses

With all eyes focused on the lifting on the ban on solicitation and the new proposed equity crowd funding rules, one major rulemaking proposal mandated under the JOBS Act did not get the attention it deserves: the new small...more

State Registration Requirements for Nonprofit Fundraising

Question: Fundraising in all 50 states via (1) the Internet and (2) mailed solicitations. What do we need to know? Do we need solicitation permits in each state? What are the current laws regarding this type of...more

Continued Controversy Surrounding Proposed Regulation D Amendments

The controversy continues around the proposed SEC rules that would require a Form D be filed prior to commencing a general solicitation. Recently, seven senators sent this letter to SEC Chair Mary Jo White supporting the...more

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