News & Analysis as of September 19, 2024

Regulation D

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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

Recent Amendments to Exempt Offering Rules Include Significant Updates to “Integration” Framework

Kilpatrick on 5/18/2021

On March 15, 2021, several previously-announced amendments to the Securities and Exchange Commission’s exempt offering rules took effect. The rule changes, which were first announced in November 2020, are designed, in the...more

SEC Adopts Exempt Offering Rule Changes That Increase Offering Limits and Harmonize Exempt Offerings

Hinshaw & Culbertson LLP on 11/19/2020

The Securities and Exchange Commission (SEC) on November 2, 2020, adopted a set of amendments to simplify and improve the exempt offering framework. The amendments are designed to make it easier for issuers to access the...more

U.S. SEC Adopts Amendments Harmonizing The Exempt Offering Framework

Morrison & Foerster LLP on 11/19/2020

On November 2, 2020, the U.S. Securities and Exchange Commission (SEC) voted to amend its rules to harmonize, simplify, and improve the exempt offering framework. The SEC believes that these amendments will promote capital...more

SEC Adopts Amendments to Exempt Offering Rules

Pillsbury Winthrop Shaw Pittman LLP on 11/16/2020

On November 2, 2020, the Securities and Exchange Commission (SEC) adopted amendments to its exempt offering rules, including Regulation D and Regulation A (Amendments). Many of the Amendments largely harmonize the existing...more

SEC Adopts Amendments Facilitating Opportunities for Access to Additional Capital

Fenwick & West LLP on 11/12/2020

The U.S. Securities and Exchange Commission has issued a release adopting amendments (“final rules”) to certain of its rules relating to exemptions from registration under the Securities Act of 1933 (Securities Act). The...more

SEC Amends Rules to Facilitate Capital Raising in Private Offerings

Proskauer Rose LLP on 11/12/2020

On November 2, 2020, the Securities and Exchange Commission adopted amendments to facilitate the use of private, or “exempt,” offerings. The changes will impact offerings structured pursuant to Section 4(a)(2), Regulation D...more

SEC Modernizes Framework for Exempt Offerings

BCLP on 11/5/2020

In another 3-2 vote, on November 2, 2020 the SEC approved significant amendments to the framework for exempt offerings intended to harmonize and simplify the framework for exempt offerings under the Securities Act of 1933. ...more

Using Regulation D Rule 506(c) to Raise Capital

Troutman Pepper on 10/16/2020

Raising investment capital through private offerings has always been a challenge, especially for new and emerging investment managers. COVID-19 has exasperated this challenge by significantly limiting traditional means of...more

Demo Days May Soon Be In the Clear

Sullivan & Worcester on 4/29/2020

The Current Problem with Demo Days - Under U.S. federal securities law, any offer and sale of securities must either be registered with the Securities and Exchange Commission (SEC) or be conducted in compliance with an...more

SEC Proposes to Expand Private Offerings

Cozen O'Connor on 3/12/2020

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

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

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

“Three’s A Charm”: House Adopts JOBS Act 3.0 To Fix Earlier Capital Raising Reform Efforts

Farrell Fritz, P.C. on 7/24/2018

t’s not often that the House of Representatives votes nearly unanimously on anything noteworthy these days, but that’s exactly what the House did on July 17 in voting 406-4 for the “JOBS and Investor Confidence Act of...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

House of Representatives Passes the HALOS Act (Again), But Is It Really Necessary?

Morrison & Foerster LLP - JOBS Act on 1/24/2017

On January 10, 2017, the House of Representatives passed H.R. 79, the “Helping Angels Lead Our Startups Act” (the “HALOS Act”). The HALOS Act was originally passed by the House of Representatives as H.R. 4498 on April 27,...more

SEC Staff Issues New C&DI on Integration Analysis of Successive Offerings Made Under Different Provisions of Regulation D

Akin Gump Strauss Hauer & Feld LLP on 11/29/2016

On November 17, 2016, the Staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) issued new guidance, in the form of Compliance and Disclosure Interpretation (C&DI) Question 256.34,...more

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General Solicitation › Securities and Exchange Commission (SEC) › Regulation D

Rule 506 Offerings Continue to be Popular with Real Estate Companies

Recent Amendments to Exempt Offering Rules Include Significant Updates to “Integration” Framework

SEC Adopts Exempt Offering Rule Changes That Increase Offering Limits and Harmonize Exempt Offerings

U.S. SEC Adopts Amendments Harmonizing The Exempt Offering Framework

SEC Adopts Amendments to Exempt Offering Rules

SEC Adopts Amendments Facilitating Opportunities for Access to Additional Capital

SEC Amends Rules to Facilitate Capital Raising in Private Offerings

SEC Modernizes Framework for Exempt Offerings

Using Regulation D Rule 506(c) to Raise Capital

Demo Days May Soon Be In the Clear

SEC Proposes to Expand Private Offerings

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

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

SEC Brings Enforcement Action for Failure to Verify Accredited Investor Status

“Three’s A Charm”: House Adopts JOBS Act 3.0 To Fix Earlier Capital Raising Reform Efforts

Interesting Facts About U.S. Private Placements

House of Representatives Passes the HALOS Act (Again), But Is It Really Necessary?

SEC Staff Issues New C&DI on Integration Analysis of Successive Offerings Made Under Different Provisions of Regulation D

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

Practice Pointers on Navigating the Securities Act’s Prohibition on General Solicitation and General Advertising

House of Representatives Passes the HALOS Act; Fair Access to Investment Research Act of 2016 is Introduced

House Committee on Financial Services Reports Favorably on the HALOS Act

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

SEC Proposes Rule Changes to Pave the Way for Intrastate and Regional Offerings

Mintz TechConnect - October 2015

General Solicitation › Securities and Exchange Commission (SEC) › Regulation D

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