News & Analysis as of September 18, 2024

General Solicitation › Public Offerings

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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 -

“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

SEC Proposes to Expand “Test-the-Waters” Modernization Reform to All Issuers

Dechert LLP on 3/9/2019

On February 19, 2019, the U.S. Securities and Exchange Commission (the “SEC”) proposed new rule 163B under the Securities Act of 1933, as amended (the “Securities Act”), which would permit all issuers, not just Emerging...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

SEC Brings Enforcement Action for Failure to Verify Accredited Investor Status

Stinson - Corporate & Securities Law Blog on 12/10/2018

CoinAlpha Advisors LLC was formed for the purpose of investing in digital assets. From October 2017 through May 2018 CoinAlpha raised approximately $600,000 from 22 investors, residing in at least five U.S. states....more

Social Media Compliance Guide For Issuers, Broker-Dealers, And Advisers

Mayer Brown Free Writings + Perspectives on 7/9/2018

[author: Trevor Starer] The use of social media raises many securities law and compliance challenges for issuers, broker-dealers, and investment advisers. This Compliance Guide summarizes briefly some key principles. ...more

Investment Crowdfunding Exemptions: Understand What You Can and Cannot Do to Advertise Your Offering

Ward and Smith, P.A. on 12/21/2017

This article expands upon a recent overview of the securities law exemptions commonly used for investment crowdfunding campaigns. The six distinct exemptions or "paths" outlined below are the most commonly used by...more

Interesting Facts About U.S. Private Placements

Dorsey & Whitney LLP on 8/11/2017

This week the SEC Division of Economic and Risk Analysis published a new report including a wealth of data regarding recent trends in public offerings and private placements of securities. The report includes a number of...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

ECCF

Morrison & Foerster LLP - JOBS Act on 4/18/2014

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

The Guide to Social Media and the Securities Laws

Morrison & Foerster LLP - Social Media on 10/1/2013

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

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General Solicitation › Public Offerings

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