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General Solicitation › Private Offerings

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 -
Eversheds Sutherland (US) LLP

On the right track: Securities & Exchange Commission adopts rules to streamline private offering exemptions

Eversheds Sutherland (US) LLP on

On November 2, 2020, the Securities and Exchange Commission (the SEC) voted to adopt final amendments (the Amendments) to “simplify, harmonize, and improve certain aspects of the exempt offering framework.” The Securities Act...more

Cozen O'Connor

SEC Proposes to Expand Private Offerings

Cozen O'Connor on

On March 4, 2020, the Securities and Exchange Commission (SEC) proposed broad changes to the current private offering framework. Recognizing the growing market for private investments, this is the latest in a series of recent...more

Farrell Fritz, P.C.

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

Farrell Fritz, P.C. on

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

McGuireWoods LLP

SEC Helps Issuers Avoid Relationship Drama in Capital Raising: New Guidance on General Solicitation

McGuireWoods LLP on

On August 6, 2015, the Securities and Exchange Commission (SEC) staff issued important guidance concerning general solicitation and general advertising (collectively, general solicitation), including the use of online...more

Locke Lord LLP

Integration of Private and Public Offerings 2015

Locke Lord LLP on

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

Mintz

Citizen.VC No Action Letter: Clarity and Guidance for Conducting a Private Placement Online

Mintz on

The SEC has recently provided clarity as to how an issuer of securities can conduct a private placement in a password protected web page under Rule 506(b), without it being deemed a “general solicitation” and thereby being...more

Mintz - Securities & Capital Markets...

Regulation A+ goes effective today

Mintz - Securities & Capital Markets... on

Despite the attempt by the State of Montana’s securities division to stay the rule, Regulation A+ is effective as of today, June 19, 2015. Regulation A+ allows companies organized in the U.S. and Canada to raise money...more

Morrison & Foerster LLP - JOBS Act

FINRA Research Rule Guidance: The New Stages of Grief

Morrison & Foerster LLP - JOBS Act on

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

Dechert LLP

CFTC Issues Exemptive Relief Related to JOBS Act Amendments to Regulation D

Dechert LLP on

The Division of Swap Dealer and Intermediary Oversight (Division) of the U.S. Commodity Futures Trading Commission (CFTC) on September 9, 2014 issued a letter granting exemptive relief from provisions in CFTC Regulations...more

Morrison & Foerster LLP - JOBS Act

The More Things Change….

Morrison & Foerster LLP - JOBS Act on

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

Katten Muchin Rosenman LLP

CFTC Aligns CPO Regulation With JOBS Act, Provides Other Guidance for CPOs

Katten Muchin Rosenman LLP on

The Commodity Futures Trading Commission’s Division of Swap Dealer and Intermediary Oversight (DSIO) recently issued several letters affecting commodity pool operators (CPOs): JOBS Act Harmonization: On September 9,...more

Akin Gump Strauss Hauer & Feld LLP

CFTC Publishes Long-Awaited JOBS Act Relief

Akin Gump Strauss Hauer & Feld LLP on

The staff of the Commodity Futures Trading Commission (CFTC) published a no-action letter on September 9, 2014 (available here) that permits certain commodity pool operators (CPOs) to conduct general solicitation in private...more

Stinson - Corporate & Securities Law Blog

Verifying Accredited Investors in Public Rule 506 Offerings: SIFMA Guidance

Stinson - Corporate & Securities Law Blog on

On June 23, 2014, the Securities Industry and Financial Markets Association (SIFMA) published a memo outlining several specific methods for verifying accredited investor status that SIFMA believes would satisfy the...more

Snell & Wilmer

Why Startups Are Stepping on the Brakes Despite SEC Giving Green Light to General Solicitation

Snell & Wilmer on

In September 2013, the SEC significantly relaxed restrictions that had been in place for over 80 years on companies’ ability to advertise for investors. The old rule, generally referred to as the “ban on general...more

Morrison & Foerster LLP - JOBS Act

ECCF

Morrison & Foerster LLP - JOBS Act on

Recently, Craig Lewis, the Chief Economist and Director of the SEC’s Division of Economic and Risk Analysis, commented on the economic impact of various JOBS Act reforms, or the effects on “efficiency, competition, and...more

Snell & Wilmer

Corporate Communicator - Spring 2014

Snell & Wilmer on

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

Akin Gump Strauss Hauer & Feld LLP

Latest C&DIs Regarding Rule 506

Akin Gump Strauss Hauer & Feld LLP on

The Securities and Exchange Commission’s Division of Corporation Finance posted a few additional interpretations (at 260.33 and 260.34) late January relating to the continuation of offerings commenced prior to September 23,...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Corporate Finance Alert: Changing the Private Placement Playbook – General Solicitation and General Advertising Now Permitted for...

Skadden, Arps, Slate, Meagher & Flom LLP on

On September 23, 2013, new Securities and Exchange Commission rules took effect that: - Eliminate the prohibition against general solicitation and general advertising in private offerings made in reliance on Rule 506...more

K&L Gates LLP

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

K&L Gates LLP on

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

Morrison & Foerster LLP

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

Morrison & Foerster LLP on

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

Goodwin

SEC Reopens Comment Period on Proposed Amendments to Regulation D Requiring Additional Reporting and Disclosure for Private...

Goodwin on

The SEC reopened the comment period on its proposal to create additional reporting and disclosure obligations with respect to private offerings in reliance on Regulation D, including the new Rule 506(c) offerings under which...more

Morrison & Foerster LLP - JOBS Act

A General (Solicitation) Lay of the Land

Morrison & Foerster LLP - JOBS Act on

Last Monday, the 80-year ban on the use of general solicitation in certain exempt securities offerings was relaxed. General solicitation can now be used in private offerings conducted under Rule 506(c) of Regulation D and...more

Morrison & Foerster LLP - Social Media

The Guide to Social Media and the Securities Laws

Morrison & Foerster LLP - Social Media on

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

Chambliss, Bahner & Stophel, P.C.

Update! New JOBS Act Regulations

Chambliss, Bahner & Stophel, P.C. on

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

Stoel Rives LLP

In Case You Missed It - Interesting Items for Corporate Counsel (Cumulative)

Stoel Rives LLP on

As forecast, there is no shortage of law firm memos describing Regulation D changes, including the final rules eliminating the general solicitation ban (here) and prohibiting "bad actor" participation (here) and the proposed...more

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