News & Analysis as of September 20, 2024

General Solicitation › Rule 144A

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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

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

Farrell Fritz, P.C. on 1/22/2020

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

CPO and CTA Rule Proposals

Mayer Brown Free Writings + Perspectives on 10/29/2018

Earlier this month, the Commodity Futures Trading Commission proposed rules that would codify certain relief provided to commodity pool operators and commodity trading advisors in the post Dodd-Frank Act years....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

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

Dechert LLP on 10/1/2014

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

Angels in Limbo: Congress and SEC Consider Regulatory Changes with Potential for Profound Effects on Start-Up Investments

K&L Gates LLP on 9/29/2014

Three events occurred during 2013 that have the potential to significantly affect angel investment around the country: (1) the Securities and Exchange Commission (“SEC”) lifted the prohibition on general solicitation for...more

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

Kind-a-Sort-a

Morrison & Foerster LLP - JOBS Act on 9/15/2014

In the last few days, we received a few inquiries regarding our prior post on the CFTC’s temporary relief permitting funds to engage in general solicitation to the text that the funds were conducting Rule 506(c) offerings or...more

CFTC Publishes Long-Awaited JOBS Act Relief

Akin Gump Strauss Hauer & Feld LLP on 9/12/2014

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

CFTC Issues Exemptive Relief to Harmonize with JOBS Act Amendments to Regulation D and Rule 144A

Foley Hoag LLP on 9/12/2014

The U.S. Commodity Futures Trading Commission (“CFTC”) issued an Exemptive Letter on September 8, 2014 (“Exemptive Letter”) providing that an issuer relying on Rule 506(c) of Regulation D and resellers relying on Rule 144A,...more

HALOS in the Making: Helping Angels Lead our Startups Act

K&L Gates LLP on 6/30/2014

On July 10, 2013, the Securities and Exchange Commission (“SEC”) adopted new rules to eliminate the prohibition against general solicitation and general advertising in certain securities offerings under Rule 506(c) of...more

JOBS Act Update: Regulators Take Action

Smith Anderson on 11/22/2013

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

Katten Muchin Rosenman LLP on 11/19/2013

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

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

Private Equity Newsletter - Autumn 2013 Edition: SEC Permits General Solicitation and General Advertising in Private Placement...

Dechert LLP on 10/18/2013

Most private equity funds that are subject to the U.S. securities laws have relied on Rule 506(b), a safe harbor under Section 4(a)(2) of the Securities Act of 1933 (Securities Act), in forming funds and soliciting investors....more

Questions About Third-Party Confirmations Of Accredited Investor Status

Allen Matkins on 10/16/2013

Countless memoranda and alerts have been issued about the SEC’s adoption of rule amendments eliminating the prohibition against general solicitation and general advertising in Rule 506 and Rule 144A offerings. Congress...more

Financial Services Quarterly Report - Third Quarter 2013: U.S. Private Offerings: SEC Approves JOBS Act Requirement to Permit...

Dechert LLP on 10/7/2013

The SEC has amended1 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

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General Solicitation › Rule 144A

Rule 506 Offerings Continue to be Popular with Real Estate Companies

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

CPO and CTA Rule Proposals

Interesting Facts About U.S. Private Placements

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

Angels in Limbo: Congress and SEC Consider Regulatory Changes with Potential for Profound Effects on Start-Up Investments

The More Things Change….

Kind-a-Sort-a

CFTC Publishes Long-Awaited JOBS Act Relief

CFTC Issues Exemptive Relief to Harmonize with JOBS Act Amendments to Regulation D and Rule 144A

HALOS in the Making: Helping Angels Lead our Startups Act

JOBS Act Update: Regulators Take Action

SEC Division of Corporation Finance Issues 11 New C&DIs

SEC Releases New FAQs On General Solicitation

Private Equity Newsletter - Autumn 2013 Edition: SEC Permits General Solicitation and General Advertising in Private Placement...

Questions About Third-Party Confirmations Of Accredited Investor Status

Financial Services Quarterly Report - Third Quarter 2013: U.S. Private Offerings: SEC Approves JOBS Act Requirement to Permit...

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

A General (Solicitation) Lay of the Land

This Picture Is Worth 471 Words (More or Less)

Amended Rule 506 - Lifting the Ban on General Solicitation

Update! New JOBS Act Regulations

Rule 15A-6 and Foreign Broker-Dealers

SEC Lifts Ban on General Solicitation for Certain Private Offerings

All The World’s A Stage, But The SEC Isn’t Allowing All Actors To Play Upon It

General Solicitation › Rule 144A

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