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 -
News & Analysis as of

General Solicitation of Investors for Your Financing: Rule 506(c) of Regulation D

Previously, we discussed a startup’s most important tool for selling debt or equity securities in compliance with the Securities Act of 1933, as amended: Rule 506(b) of Regulation D. This rule is critically important to...more

FINRA Publishes FAQs Regarding Research Conflicts of Interest in the Offering Process

In late May, FINRA published a set of Frequently Asked Questions regarding its equity research rule, which address interactions between issuers, research analysts, and investment bankers in various stages of the offering...more

Integration of Private and Public Offerings 2015

I. INTRODUCTION - A. Outline Coverage - This outline reviews the SEC’s interpretations that relate to the integration of private and public offerings and the challenges they impose for the capital formation...more

Crowdfunding and Real Estate Development

The real estate development market continues to open up to crowdfunding, and the changes to capital raising for real estate projects could be significant if only a small portion of the potential of these new methods take...more

SEC Provides Guidance on Activities That Constitute "General Solicitation" for Private Placements on Electronic Platforms

The U.S. Securities and Exchange Commission (the “SEC”) on August 6, 2015, issued a no-action letter to Citizen VC, Inc. (the “Citizen Letter”) and new compliance and disclosure interpretations (“C&DIs”), providing...more

Regulation A+ Gives a Powerful Tool to Small Companies

The JOBS Act of 2012 was meant to loosen the regulations regarding private equity, opening up new classes of investors and freeing entities seeking new investment from solicitation rules put in place before color television...more

SEC Provides Guidance on “General Solicitation” in C&DIs and No-Action Letter

On August 6, 2015, the Staff of the Securities and Exchange Commission’s (SEC) Division of Corporation Finance issued new compliance and disclosure interpretations (C&DI Questions 256.23 through 256.33) regarding the meaning...more

TxDOT Shortlists Five Proposer Teams for the SH 249 Extension Project

Three months after the May 15, 2015 issuance of a Request for Qualifications (RFQ), the SH 249 Extension Project is another step closer to development. The RFQ solicited qualifications from teams interested in entering into...more

FINRA’s New Research Rules

The new rules retain many of the current rules’ core requirements, but expand certain obligations and impose requirements on debt research activities for the first time. On August 26, 2015, the Financial Industry...more

The SEC’s Common Sense Approach to Private Placements and General Solicitation

Earlier this month the SEC issued concurrently (i) the Citizen VC No Action Letter (in response to a request for guidance authored by Mintz Levin) relating to the use of 506(b) for a private placement online and (ii) a series...more

SEC Issues Interpretive Guidance On General Solicitations

On August 6, the SEC's Division of Corporation Finance offered interpretive guidance with respect to conducting a private placement under Rule 506(b) of Regulation D without running afoul of the "general solicitation"...more

SEC Division of Corporate Finance Issues New CD&Is Relating to General Solicitation and Regulation D

On August 6, the Staff of the Division of Corporate Finance of the Securities and Exchange Commission (Staff) released new Compliance and Disclosure Interpretations (C&DIs) relating to “general solicitation” under Rule 502(c)...more

Corporate & Financial Weekly Digest - Volume X, Issue 31

SEC Division of Corporate Finance Issues New CD&Is Relating to General Solicitation and Regulation D - On August 6, the Staff of the Division of Corporate Finance of the Securities and Exchange Commission (Staff)...more

"Corporate Finance Alert: SEC Staff Issues Interpretations on General Solicitation Prohibition"

The staff of the SEC Division of Corporation Finance (Staff) recently issued new Compliance and Disclosure Interpretations (CDIs) and an interpretive letter regarding the general solicitation prohibition in securities...more

SEC Staff Declares Performance History Is Not Factual

The Securities and Exchange Commission staff recently issued a series of additional Compliance and Disclosure Interpretations with respect to what might constitute a “general solicitation” under Regulation D.  These...more

The Luxembourg Supervisory Authority Publishes Helpful Guidance On AIFMD Marketing Rules

The Luxembourg act of 12 July 2013 on alternative investment fund managers (AIFMs) implemented the AIFMD into Luxembourg law (the AIFM Act). The AIFMD is a maximum harmonisation Directive, which means that EU Member States...more

Citizen.VC No Action Letter: Clarity and Guidance for Conducting a Private Placement Online

The SEC has recently provided clarity as to how an issuer of securities can conduct a private placement in a password protected web page under Rule 506(b), without it being deemed a “general solicitation” and thereby being...more

Effective Date of Investment Adviser Pay-to-Play Rule Ban on Third-Party Solicitation

The Securities and Exchange Commission’s Rule 206(4)-5 (Pay-to-Play Rule) under the Investment Advisers Act of 1940, as amended, prohibits, among other restrictions, an investment adviser subject to the rule, and its covered...more

Cancelled Solicitation: What Can A Government Contractor Do?

Proposal preparation can be a difficult and expensive process. On top of the normal challenges of spending thousands of dollars preparing what a contractor hopes is a successful proposal, they also face the risk of an agency...more

Regulation A+ goes effective today

Despite the attempt by the State of Montana’s securities division to stay the rule, Regulation A+ is effective as of today, June 19, 2015. Regulation A+ allows companies organized in the U.S. and Canada to raise money...more

FINRA Publishes Guidance on Research Conflict of Interest Rules

FINRA explains the risk levels associated with communications regarding potential investment banking transactions: from low to high to “unmanageable.” On May 27, the Financial Industry Regulatory Authority (FINRA)...more

FINRA Research Rule Guidance: The New Stages of Grief

Many market participants were left in a quandary following FINRA enforcement actions in connection with member firm research analyst “participation” in meetings with prospective issuers. Recently, FINRA published a handful...more

Minnesota Legislature Tweaks Responsible Contractor Act

The Minnesota legislature recently passed a bill amending Minnesota’s Responsible Contractor Act. Going into the session, contractor lobbyists knew they could not expect of the law to be repealed. Their goal was to reduce...more

CFTC Reauthorization Bill Includes JOBS Act Fix

The House Agricultural Committee passed the CFTC authorization bill late last week, HR 2289. HR 2289 incorporates in Section 312 a provision that was part of a bill introduced by Congressman Fincher to harmonize the...more

The Basic Rules of Website Advertising for EB-5 Securities Offerings

EB-5 securities issuers, sponsors and others who market EB-5 securities often want to use websites to provide information to potential investors regarding their past and current EB-5 projects. When using these websites, it...more

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