News & Analysis as of September 23, 2024

Regulation D

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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 -

Proposed Expansion of “Accredited Investor” Definition Would Benefit Issuers and Investors

Farrell Fritz, P.C. on 1/22/2020

The Securities and Exchange Commission is proposing to expand the definition of “accredited investor” to include additional entities that could bear the economic risks of investment and certain financially sophisticated...more

House of Representatives Passes the HALOS Act; Fair Access to Investment Research Act of 2016 is Introduced

Morrison & Foerster LLP - JOBS Act on 4/29/2016

On April 27, 2016, the House of Representatives passed the Helping Angels Lead Our Startups Act (H.R. 4498) (the “HALOS Act”), which was first introduced on April 16, 2015. The HALOS Act directs the SEC to amend Regulation D...more

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

Akin Gump Strauss Hauer & Feld LLP on 8/31/2015

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

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

Katten Muchin Rosenman LLP on 8/18/2015

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

Katten Muchin Rosenman LLP on 8/17/2015

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

Concurrent EB-5 Offerings In The United States And Abroad

Carlton Fields on 10/2/2013

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

Reminders for Issuers That Intend to Use General Solicitation

Morrison & Foerster LLP - JOBS Act on 9/16/2013

Privately held operating company issuers (as distinguished from private funds) should plan ahead if they intend to use general solicitation for Rule 506(c) offerings after September 23, 2013. Here are just a few...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

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

Issues Involving "Finders" And Other Intermediaries In Private Placements Following SEC Repeal Of General Solicitation Ban

Pierce Atwood LLP on 8/8/2013

The imminent repeal of the SEC’s long standing prohibition on general solicitation in private placements conducted under Regulation D (provided that only accredited investors purchase securities in such a transaction)...more

FINRA Actions and the Due Diligence Obligations of Broker-Dealers in Private Placements

Morrison & Foerster LLP - JOBS Act on 8/6/2013

Private placements and the due diligence obligations of broker-dealers in such transactions have recently come under increased scrutiny from FINRA as part of a broader trend reflected most notably in the filing requirements...more

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General Solicitation › Broker-Dealer › Regulation D

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