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General Solicitation › Advertising › Accredited Investors

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 -
Troutman Pepper

Using Regulation D Rule 506(c) to Raise Capital

Troutman Pepper on

Raising investment capital through private offerings has always been a challenge, especially for new and emerging investment managers. COVID-19 has exasperated this challenge by significantly limiting traditional means of...more

Morrison & Foerster LLP

Practice Pointers on Navigating the Securities Act’s Prohibition on General Solicitation and General Advertising

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The Jumpstart Our Business Startups Act (the “JOBS Act”) included a measure directing the Securities and Exchange Commission (the “SEC” or “Commission”) to relax the prohibition against general solicitation and general...more

Morrison & Foerster LLP - JOBS Act

SEC Staff Provides Rule 506(c) Verification Guidance

Morrison & Foerster LLP - JOBS Act on

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

K&L Gates LLP

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

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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

Carlton Fields

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

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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

McCarter & English, LLP

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

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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

Troutman Pepper

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

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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

Troutman Pepper

JOBS Act Implementation Regulations

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The Jumpstart Our Business Startups Act (JOBS Act) regulations, which were announced on July 10 and which become effective on September 23, promise a new era for capital raising for operating companies and private funds...more

Smith Anderson

New Rules May Revolutionize Private Placements: Five Steps You Can Take NOW to be Prepared

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The Securities and Exchange Commission (“SEC”) recently took action to implement certain provisions of the Jumpstart Our Business Startups Act (“JOBS Act”) and the Dodd-Frank Wall Street Reform and Consumer Protection Act...more

Cohen & Gresser LLP

Opportunities and Pitfalls of the New Offering Rules

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On July 10, 2013, the SEC substantially changed the rules for conducting unregistered offerings in reliance on Rule 506 of Regulation D by: - Lifting the ban on general solicitation and advertising in offerings where...more

Troutman Pepper

Introduction To JOBS Act Regulations Effective On September 23, 2013

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On July 10 the Securities and Exchange Commission (SEC) adopted implementing regulations under the JOBS Act of 2012 (concerning the relaxation of the prohibitions against “general solicitations” under Regulation D under the...more

Morrison & Foerster LLP - JOBS Act

SEC Rule 506 Amendments and Blue Sky

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The Securities and Exchange Commission took some long-awaited action in the area of private offerings at its open meeting on July 10, 2013. The Commission issued two releases adopting final rules (i) to eliminate the...more

Akerman LLP

SEC Issues Final Rules Implementing Provisions under the JOBS Act and Dodd-Frank: Prohibition on General Solicitation and...

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On July 10, 2013, the Securities and Exchange Commission (Commission), issued final rules implementing provisions of the Jumpstart our Business Startups Act (JOBS Act) and the Dodd-Frank Wall Street Reform and Consumer...more

Dechert LLP

SEC Approves Final Rules that (1) Permit General Solicitation and General Advertising in Rule 506 and Rule 144A Offerings and (2)...

Dechert LLP on

The SEC has amended 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

Stinson - Corporate & Securities Law Blog

Law Firm Verification Of Accredited Investor Status

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The SEC suggests in its final rules eliminating the ban on general solicitation that law firms may be in a position to verify accredited investor status for issuers conducting Rule 506(c) offerings. ...more

Akin Gump Strauss Hauer & Feld LLP

SEC Permits General Solicitation but Proposes Significant Impediments to its Use

Akin Gump Strauss Hauer & Feld LLP on

On July 10, 2013, the Securities and Exchange Commission (SEC) adopted amendments to its safe harbor rule for private placements of securities, Rule 506 of Regulation D under the Securities Act of 1933 (the “Securities Act”)....more

Proskauer Rose LLP

SEC Lifts Ban on General Solicitation in Private Placements, While Adopting and Proposing Other Limitations and Requirements

Proskauer Rose LLP on

Earlier this month, the SEC adopted amendments mandated by the JOBS Act that will permit general solicitation and advertising in certain private securities offerings under Rule 506 of Regulation D, as well as in private...more

Morrison & Foerster LLP

Private Offerings: Questions that Might Frequently be Asked Sometime Soon

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Although the SEC’s final rule relaxing the ban on general solicitation in certain Rule 506 offerings and Rule 144A offerings was highly anticipated, the final rule leaves open or raises a number of interesting questions. ...more

Pierce Atwood LLP

New SEC Rule 506(c) - Accredited Investor Verification Requirements

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We recently published a Business Alert regarding the SEC’s adoption of the final rule to lift the ban on general solicitation and advertising in Rule 506 offerings to accredited investors....more

Mintz

SEC Adopts Rules Permitting General Solicitation in Private Offerings Limited to Purchases by Accredited Investors

Mintz on

On July 10, 2013, the Securities and Exchange Commission (the “SEC”) adopted rules that repealed a long-standing ban on the use of general solicitation for private securities offerings. These changes will be effective in...more

Troutman Pepper

SEC Relaxes Ban On Advertising And Solicitation For Private Placements To Accredited Investors

Troutman Pepper on

In a watershed event reversing decades of private offering restrictions, on July 10, 2013, the Securities and Exchange Commission (SEC) approved final rules required by the Jumpstart Our Business Startups Act of 2012 (JOBS...more

Saul Ewing LLP

SEC adopts rules eliminating the prohibition against general solicitation and advertising in Rule 506 offerings to accredited...

Saul Ewing LLP on

On July 10, 2013, the Securities and Exchange Commission (the “Commission”) amended Rule 506 of Regulation D to permit an issuer to engage in advertising or general solicitation in offering and selling securities pursuant to...more

King & Spalding

SEC Eliminates General Solicitation Prohibitions for Certain Private Offerings Solely to Accredited Investors

King & Spalding on

Overview - In a final rule approved yesterday, the Securities and Exchange Commission (SEC) amended Rule 506 of Regulation D to permit issuers utilizing the exemption from registration to engage in general...more

Stinson - Corporate & Securities Law Blog

General Solicitation Under The Final JOBS Act Rules

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The SEC has adopted final rules eliminating the ban on general solicitation and advertising in Rule 506 offerings. The changes are mostly embodied in new Rule 506(c)....more

Foley Hoag LLP

SEC Passes Final Rules Implementing JOBS Act Amendments to Regulation D

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On July 10, 2013, the SEC voted 4-1 to approve final rules, which included the adoption of new subsection (c) to SEC Rule 506 of Regulation D under the Securities Act of 1933, permitting the use of general solicitation and...more

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