General Solicitation Crowdfunding

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

SEC Proposes Rule Changes to Pave the Way for Intrastate and Regional Offerings

At the same time the Securities and Exchange Commission (the “SEC”) adopted rules implementing Regulation Crowdfunding pursuant to Title III of the Jumpstart Our Business Startups Act (the “JOBS Act”), the agency proposed...more

Using the Internet to Raise Money: Securities Laws and Crowdfunding

There are many services available to emerging companies to raise money through crowdfunding. As an entrepreneur or leader of a company evaluating these options, it is important to understand the basic legal foundations of...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 Finds Crowdfunding Website a General Solicitation and Violated Broker-Dealer Rules

In a settled enforcement action, the SEC alleged the defendant failed to implement procedures reasonably designed to prevent U.S. persons from accessing and investing in securities through its crowdfunding website. The...more

Industry still foggy about crowdfunding nearly one year after adopting Rule 506(c) and eliminating the ban on general solicitation

As we mark the one-year anniversary of the adoption of Rule 506(c) and the elimination of the ban on general solicitation and general advertising, I filter through the discussions taking place among crowdfunding...more

Condo Hotel Branding: Benefits and New Risks with Rule 506(c) - Condo Hotel Projects Sold as Exempt Securities Require Informed...

Condominium hotels are a subject of renewed interest, buoyed by the rising tide for real estate generally. These projects are also encouraged by favorable trends for financing under the SEC's new Rule 506(c) that allows...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

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

Update: SEC Releases Long-Awaited Proposed Crowdfunding Rules

In This Issue: - Requirements and Obligations Governing Crowdfunding Offerings - Regulation of Crowdfunding Portals - Additional Notable Provisions of the Proposed Rules - Next Steps - For More Information...more

JOBS Act Update: Regulators Take Action

Enactment of the Jumpstart Our Business Startups Act (JOBS Act) in April 2012 made headlines across the nation. The JOBS Act is designed to reduce capital raising restrictions faced by many companies, both by loosening...more

SEC Division of Corporation Finance Issues 11 New C&DIs

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

Better Late than Never…SEC Proposes Rules for Equity-Based Crowdfunding

Crowdfunding and the JOBS Act - "Crowdfunding" is a term commonly used to describe a method of raising money through the Internet. While crowdfunding can be used to raise funds for many things, it has long been...more

Small Business Securities Bulletin: By Popular Demand - SEC Proposes Crowdfunding Rules

By way of background, pursuant to Section 5 of the Securities Act of 1933 (Securities Act) and state securities laws, any offer and sale of a security must be registered with the Securities and Exchange Commission (SEC) and...more

Setting The Record Straight On The New General Solicitation Rules

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

SEC Issues Proposed Rules on Crowdfunding Capital Markets

Yesterday, the SEC proposed rules to permit companies to offer and sell securities through crowdfunding, as required by the Jumpstart Our Business Startups Act of 2012. Crowdfunding, which has become popular in recent years...more

SEC to Vote on Crowdfunding Proposal to Ease Investor Verification Requirements

On October 23, 2013, the United States Securities and Exchange Commission (the “SEC”) is expected to vote on a SEC proposal that would ease investor verification requirements under the crowdfunding rule. The crowdfunding...more

Route 506: The General Solicitation Highway

A new route to soliciting direct securities investments has opened. For the first time in 80 years, start-ups and small businesses can broadly advertise and broadly solicit to raise money for private offerings. ...more

The Financial Report - Volume 2, No. 18 • October 10, 2013 (Global)

IN THIS ISSUE: - Discussion and Analysis - News from the Americas - News from Asia and the Pacific - News from Europe - Global Regulators - US Securities and Exchange Commission Developments - US Commodity...more

Crowdfunding And JOBS Act News Roundup – October 1, 2013

This article talks about how someone “raised $250K in 53 minutes . . . But the server for my site crashed and was exceptionally slow for about 20 minutes … I have no doubt that, for a growth round … I could raise a couple...more

A Seismic Shift In The Securities Laws: The Elimination of the Ban on the Use of General Solicitation or General Advertising in...

In accordance with its mandate in Section 201(a) of the Jumpstart Our Business Startups Act ("JOBS Act"), on July 10, 2013, the Securities and Exchange Commission (“SEC”) adopted new Rule 506(c)[i], which is an amendment to...more

The Guide to Social Media and the Securities Laws

REGULATION FD - Beginning in 1999 and continuing into 2000, media reports about selective disclosure of material nonpublic information by issuers raised concerns that select market professionals who were privy to this...more

General Solicitation – Week One – Flying Cars And More

It began with announcements like this from AngelList. For just $99 plus $25 per investment, wefunder will let you create a create a “beautiful profile” and send updates to followers, and provide free investment contracts,...more

Fundraising By Private Companies: SEC Lifts Ban On General Solicitation

Effective September 23, 2013, the Securities and Exchange Commission ("SEC") lifted the ban on general solicitation and advertising in connection with certain fundraising activities. This rule change was required by the...more

Open For Business: Comments On The SEC’s Latest Regulation D Proposals

A review of some of the approximately 300 comment letters the SEC has received relating to its latest round of Regulation D proposals is a showcase for the various types of companies that have already sprung up in the hopes...more

10 Minute Overview Of General Solicitation And Crowdfunding

On August 19, Nicole Strydom and I gave a 10 minute presentation on the general solicitation rules and the current status of “crowdfunding” at a ceremony to announce the finalists in the student division of the Minnesota Cup....more

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