News & Analysis as of September 18, 2024

General Solicitation › Form D Filing

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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 -

The More Things Change….

Morrison & Foerster LLP - JOBS Act on 9/24/2014

Today, September 23rd, is the one year anniversary of the effective date of the changes relaxing the prohibition against general solicitation in certain offerings made under Rule 506 and resales made pursuant to Rule 144A....more

Regulation D/Form D Proposed Amendments

Morrison & Foerster LLP - JOBS Act on 12/26/2013

On the same day that the SEC adopted changes to Rule 506 and Rule 144A in order to relax the prohibition against general solicitation, the SEC proposed for comment amendments to Form D, Regulation D and Rule 156. These...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

JOBS Act Implementation

Morrison & Foerster LLP - JOBS Act on 10/31/2013

On October 30, 2013, the Director of the SEC’s Division of Corporation Finance, Keith Higgins, testified at the Senate hearings on JOBS Act implementation. ...more

SEC Issues Proposed Rules Intended to Protect Investors and Gather Additional Information in Connection With Permitting General...

Clark Hill PLC on 10/14/2013

On July 10, 2013, the Securities and Exchange Commission ("SEC") issued proposed rules regarding amendments to Regulation D, Form D and Rule 156 of the Securities Act. The SEC has requested comments on the proposed rules....more

Hedge Funds Begin General Solicitation

Stinson - Corporate & Securities Law Blog on 10/11/2013

According to this article dated October 4, 2013, eight hedge funds had filed Form D’s indicating they were engaged in general solicitation. My unscientific review of 25 Form D’s (all filers, not just hedge funds) filed...more

Private Offerings: Questions that Might Frequently be Asked Sometime Soon (Part II)

Morrison & Foerster LLP on 10/3/2013

Shortly after the Securities and Exchange Commission (SEC) adopted the final rule relaxing the prohibition against general solicitation in connection with offerings made pursuant to new Rule 506(c) and Rule 144A, we provided...more

Crowdfunding And JOBS Act News Roundup – October 1, 2013

Stinson - Corporate & Securities Law Blog on 10/2/2013

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

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

The SEC’s Proposed Rule Changes Under The JOBS Act

Troutman Pepper on 9/19/2013

As much as the elimination of the ban on general solicitation of private placements through the passage of Rule 506(c) creates significant opportunities for private issuers, the U.S. Securities and Exchange Commission (SEC)...more

SEC Chair Clarifies Effect of Proposed Rules on Newly Created Rule 506(c)

Holland & Knight LLP on 9/12/2013

On July 10, 2013, the SEC approved final rules that repealed the ban on general solicitation in Rule 506(c) offerings if sales are made only to accredited investors and other conditions are met. On the same day, the SEC...more

SEC Proposes Amendments to Regulation D, Form D and Rule 156

Foley Hoag LLP on 8/5/2013

On July 10, 2013, the Securities and Exchange Commission adopted final rules amending Rule 506 of Regulation D to permit general solicitation and to disqualify felons and other “bad actors” from participating in certain...more

SEC Proposals Regarding Private Offerings

Morrison & Foerster LLP - JOBS Act on 7/31/2013

The SEC’s proposed changes to private offerings, including proposed changes to Form D, Form D filing requirements, and temporary requirements to submit general solicitation materials, already are generating comment. ...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

SEC Lifts Ban on General Solicitation and Issues Disqualification Rules for "Bad Actors" in Certain Private Offerings

Jackson Walker on 7/26/2013

On July 10, 2013, the Securities and Exchange Commission (the "SEC") adopted new rules to implement certain requirements of the Jumpstart Our Business Startups Act of 2012 and the Dodd-Frank Wall Street Reform and Consumer...more

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General Solicitation › Form D Filing

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