News & Analysis as of

Latest C&DIs Regarding Rule 506

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

SEC’s Proposed Rules on “Regulation A-Plus” Indicate a Streamlined Vehicle for Raising up to $50 Million in Capital

Proposed federal rules released on December 18 may have the effect of making it quicker, less expensive and more worthwhile for businesses to raise up to $50 million in capital under a once-obscure and seldom-used...more

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

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

Concurrent EB-5 Offerings In The United States And Abroad

Until recently, U.S. offerors and others had to make offerings of EB-5 project investments solely offshore in order to benefit from Regulation S, an exclusion from registration requirements. The offerors had to exclude...more

The Financial Report - Volume 2, No. 17 • September 2013

Discussion and Analysis - Even some financial services industry professionals are confused. The 80-year-old prohibition on general solicitation ended on Monday of last week. This means it is now legal for companies to...more

JOBS Act Rules – Limited Grandfathering For Current Investors; Certain Other Form D Developments

Issuers taking advantage of the general solicitation allowance provided by Rule 506(c) must take “reasonable steps” to verify the accredited investor status of investors in the offering....more

New Paradigms In Investor Liquidity: Private And 'Off-Market' Resales Of Securities Under Rule 144 And Beyond

I. Introduction - Over the past decade, a paradigm shift has been occurring in the capital markets that has opened a new panoply of options for security holders desiring liquidity. Originally Published in...more

SEC Relaxes Ban On Advertising And Solicitation For Private Placements To Accredited Investors

In a watershed event reversing decades of private offering restrictions, on July 10, 2013, the Securities and Exchange Commission (SEC) approved final rules required by the Jumpstart Our Business Startups Act of 2012 (JOBS...more

JOBS Act: SEC Adopts Rules To Permit General Solicitation And Advertising For Private Offerings

When enacted on April 5, 2012, Title II of the Jumpstart Our Business Startups Act of 2012 (JOBS Act) endeavored to lift the long-standing ban on general solicitation and advertising for private securities offerings under...more

SEC Eliminates Prohibition on General Solicitation/Advertising in Certain Offerings

On July 10, 2013, the Securities and Exchange Commission (SEC) adopted final rules to remove the prohibition on general solicitation and general advertising for certain securities offerings to make it easier for companies to...more

SEC Adopts Rules Allowing General Solicitation in Rule 506 Offerings to Accredited Investors

On July 10, 2013 the SEC adopted amendments to Rule 506 of Regulation D and Rule 144A under the Securities Act of 1933 to implement a portion of the JOBS Act....more

Easy Steps for Extending a Rights Offering into Canada: Volume 1, Number 1 - June 17, 2013

Allowing Canadian investors to participate in a global rights offering is easier than you think. There are two relatively simple approaches....more

Keeping Two Offerings from Being One Illegal One – Bruce E. Methven

If a company makes two securities offerings too close together, the securities regulators may consider the two offerings “integrated”, meaning two parts of a single offering. That can violate the requirements of the...more

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