News & Analysis as of September 18, 2024

Rule 506 Offerings

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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 -

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

Morrison & Foerster LLP on 6/20/2016

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

SEC Division of Corporation Finance Issues 11 New C&DIs

Katten Muchin Rosenman LLP on 11/19/2013

On November 13, the Securities and Exchange Commission’s Division of Corporation Finance issued two new Compliance and Disclosure Interpretations (C&DIs) on Rule 144A under the Securities Act of 1933 (Securities Act) and nine...more

SEC Releases New FAQs On General Solicitation

Stinson - Corporate & Securities Law Blog on 11/14/2013

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

Setting The Record Straight On The New General Solicitation Rules

Sheppard Mullin Richter & Hampton LLP on 11/12/2013

On September 23, 2013, the final rules eliminating the prohibition on general solicitation and advertising for certain offerings under Rule 506 went into effect. While this development was anticipated with much excitement by...more

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

K&L Gates LLP on 10/9/2013

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

General Solicitation and Advertising Permitted under Rule 506(c) – The SEC Takes First Steps in JOBS Act Rulemaking

Baker Donelson on 9/24/2013

Effective September 23, 2013, finalized rulemaking by the Securities and Exchange Commission (SEC), implementing Section 201(a)(1) of the Jumpstart Our Business Startups Act (the JOBS Act), allows issuers of securities to...more

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

Carlton Fields on 9/19/2013

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

General Solicitation Under The JOBS Act And Blue Sky Laws

Stinson - Corporate & Securities Law Blog on 9/9/2013

As many know, on September 23, 2013, issuers will be able to make general solicitations, or advertising, when selling securities under Rule 506 of Regulation D. While we look forward to working with issuers on these...more

Amended Rule 506 - Lifting the Ban on General Solicitation

BakerHostetler on 9/9/2013

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

Update! New JOBS Act Regulations

Chambliss, Bahner & Stophel, P.C. on 8/29/2013

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

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

McCarter & English, LLP on 8/26/2013

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

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

Troutman Pepper on 8/22/2013

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

Rule 15A-6 and Foreign Broker-Dealers

Morrison & Foerster LLP - JOBS Act on 8/19/2013

The SEC recently adopted final rules relaxing the prohibition on general solicitation and general advertising for certain private placements under Rule 506 of Regulation D and for offerings pursuant to Rule 144A under the...more

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

Allen Matkins on 8/16/2013

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

Practical Considerations For A Rule 506(c) General Solicitation

Troutman Pepper on 8/14/2013

So you want to jump into the fray and take advantage of the new opportunities created by the JOBS Act’s elimination of the ban on general advertising of private placements?...more

JOBS Act Implementation Regulations

Troutman Pepper on 8/12/2013

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

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

Smith Anderson on 8/9/2013

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

The New Rule 506: a Useful Crowdsourcing Tool

Mintz on 8/7/2013

When the JOBS Act was passed in the spring of 2012, all the “buzz” was about the imminent advent of “Crowdfunding.” But as legal practitioners, business persons, and pundits looked closer at the details under the Crowdfunding...more

SEC Adopts Rule Defining "Bad Actors" Disqualified From Using Rule 506 Of Regulation D To Raise Capital

Polsinelli on 8/6/2013

In This Issue: - Covered Persons - Disqualifying Events - The Pre-Effectiveness Event Exclusion - Waivers and Exclusions - Ramifications of Rule 506 Disqualification - Excerpt from Covered...more

Opportunities and Pitfalls of the New Offering Rules

Cohen & Gresser LLP on 8/6/2013

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

SEC Rule 506 Amendments and Blue Sky

Morrison & Foerster LLP - JOBS Act on 8/2/2013

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

Impacts of SEC Rule Changes Allowing General Solicitation

Winstead PC on 8/2/2013

The SEC’s Jumpstart Our Business Startups Act rule eliminating the ban on advertising private offerings by hedge funds, buyout firms, and startups will be lifted and this article looks at how these SEC rule changes could...more

EB-5 Issuers May Commence General Solicitation for Rule 506 Offerings on September 23, 2013

Sheppard Mullin Richter & Hampton LLP on 8/2/2013

The final rules for eliminating the prohibition against general solicitation and general advertising in Rule 506 offerings will become effective on September 23, 2013, which is 60 days after the July 24, 2013 date they were...more

SEC Adopts JOBS Act Private Placement Provisions: Lifts Ban on General Solicitation and Advertising in Private Placements

Patterson Belknap Webb & Tyler LLP on 7/31/2013

On July 10, 2013, the Securities and Exchange Commission (“SEC”) approved by a vote of 4-1 final rules that eliminate the prohibition against general solicitation and advertising in certain private offerings of securities. ...more

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

Dechert LLP on 7/28/2013

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

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