News & Analysis as of September 20, 2024

General Solicitation › Initial Public Offering (IPO)

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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 -

Rule 506 Offerings Continue to be Popular with Real Estate Companies

Whitman Legal Solutions, LLC on 2/21/2024

Like an accordionist, real estate sponsors often seek to be innovative. Cutting-edge opportunities like crowdfunding and online selling platforms call to them. However, based on statistics from the Securities and Exchange...more

Do Your Due Diligence: Startups and Secondary Transactions

Willcox & Savage on 6/10/2022

Following reports that record numbers of investors in private startups are exploring selling equity before an IPO or liquidity event, it’s important to remember that secondary sales often pose issues that are not present in a...more

“Testing-the-Waters” for All

Fenwick & West LLP on 10/3/2019

On September 26, 2019, the U.S. Securities and Exchange Commission (SEC) voted to adopt new Rule 163B under the Securities Act of 1933, as amended (Securities Act), to expand the “testing-the-waters” (TTW) accommodation —...more

SEC Extends "Test the Waters" to All Issuers

Wilson Sonsini Goodrich & Rosati on 10/2/2019

On September 26, 2019, the U.S. Securities and Exchange Commission (SEC) announced that it had voted to adopt new Rule 163B, extending the "test the waters" accommodations previously available only to emerging growth...more

SEC Adopts New Rule 163B to Permit “Test-the-Waters” Communications for All Issuers

Akin Gump Strauss Hauer & Feld LLP on 10/1/2019

On September 25, 2019, the Securities and Exchange Commission (SEC) adopted new Rule 163B under the Securities Act of 1933 (Securities Act) to allow all issuers to engage in “test-the-waters” communications in connection with...more

The Rumors of the Death of Gun Jumping Have Been Greatly Exaggerated

Bass, Berry & Sims PLC on 12/11/2018

Generally speaking, the federal securities laws were drafted with the purpose of limiting the kind and amount of pre-offering publicity permitted in registered public offerings. Pursuant to Section 5(c) of the Securities Act...more

Legal Considerations in Pre-IPO Crossover Financings

WilmerHale on 11/21/2017

An increasingly common financing strategy for companies expecting to conduct an initial public offering (IPO), particularly in the life sciences space, is to conduct a ‘‘crossover’’ financing shortly prior to the IPO....more

"The JOBS Act: Did It Accomplish Its Goals?"

Skadden, Arps, Slate, Meagher & Flom LLP on 7/6/2016

In the wake of the 2008 financial crisis, Congress created the Jumpstart Our Business Startups Act (JOBS Act) to encourage capital formation in order to grow businesses, create jobs and spur economic activity. Congress and...more

Integration of Private and Public Offerings 2015

Locke Lord LLP on 9/22/2015

I. INTRODUCTION - A. Outline Coverage - This outline reviews the SEC’s interpretations that relate to the integration of private and public offerings and the challenges they impose for the capital formation...more

FINRA Publishes Guidance on Research Conflict of Interest Rules

Morgan Lewis on 6/4/2015

FINRA explains the risk levels associated with communications regarding potential investment banking transactions: from low to high to “unmanageable.” On May 27, the Financial Industry Regulatory Authority (FINRA)...more

FINRA Research Rule Guidance: The New Stages of Grief

Morrison & Foerster LLP - JOBS Act on 6/3/2015

Many market participants were left in a quandary following FINRA enforcement actions in connection with member firm research analyst “participation” in meetings with prospective issuers. Recently, FINRA published a handful...more

In Case You Missed It - Interesting Items for Corporate Counsel

Stoel Rives LLP on 4/11/2014

The Director of the SEC’s Division of Corporation Finance, Keith Higgins, recently gave the keynote address, here, at the 2014 Angel Capital Association Summit. He focused on the following three items on the SEC rulemaking...more

JOBS 2.0 Hearing Rescheduled

Morrison & Foerster LLP - JOBS Act on 10/22/2013

On October 24, 2013, the House Subcommittee on Capital Markets and GSEs will hold a hearing on “Legislative Proposals to Reduce Barriers to Capital Formation.” The hearing was originally scheduled for earlier in the month,...more

In Case You Missed It - Interesting Items for Corporate Counsel (Update) - September 11, 2013

Stoel Rives LLP on 9/12/2013

As we run up the September 23 effective date of rules eliminating the prohibition on general solicitations under Regulation D and wait for final SEC "process" rules, a few additional resources are below(summary of comments on...more

Private Funds In Focus - Summer 2013

Proskauer Rose LLP on 7/2/2013

The Jumpstart Our Business Startups (JOBS) Act became law just over one year ago. The JOBS Act seeks to encourage capital formation and reduce burdensome regulations on smaller issuers of securities. Since its enactment on...more

JOBS Act Means New Funding Opportunities for Start-Ups and Other Small Businesses

Foley & Lardner LLP on 4/9/2012

On April 5, 2012, President Obama signed the Jumpstart Our Business Startups (JOBS) Act into law. The JOBS Act seeks to reduce securities law burdens on start-ups and small businesses to make capital more accessible. In a...more

The March Toward Reform For Emerging Growth Cos.

Sheppard Mullin Richter & Hampton LLP on 3/22/2012

Originally Published in Law360, March 21, 2012. Building on months of momentum in Congress, on March 8, 2012, the U.S. House of Representatives passed the Jumpstart Our Business Startups (JOBS) Act by a bipartisan vote...more

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General Solicitation › Initial Public Offering (IPO)

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