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The Jump-Start Our Business Start-Ups Act › Accredited Investors › Rule 506 Offerings

The Jump-Start Our Business Start-Ups Act is a United States federal law enacted in 2012 to increase start-up companies' access to capital by easing certain restrictions on seeking and soliciting private... more +
The Jump-Start Our Business Start-Ups Act is a United States federal law enacted in 2012 to increase start-up companies' access to capital by easing certain restrictions on seeking and soliciting private investment. less -
Farrell Fritz, P.C.

Relief for Pre-Verified Accredited Investors May Encourage Rule 506(c) Offerings

Farrell Fritz, P.C. on

It’s pretty common for issuers in follow-on offerings to solicit investors from previous rounds first.  Indeed, doing so is often mandatory when early investors have preemptive rights. ...more

Whitman Legal Solutions, LLC

Rule 506(b) Offerings Continue to Dominate Small Business and Real Estate Equity Offerings

Whitman Legal Solutions, LLC on

Most start-up businesses and real estate funds are in the same position as professional violinists–they don’t have sufficient capital to finance their business plans or real estate acquisitions. They may have access to some...more

Allen Matkins

SEC Enforcement Action Demonstrates That Timing Is Everything

Allen Matkins on

Rule 506 is a non-exclusive safe harbor from the registration requirements of the Securities Act of 1933. If an offering meets the conditions of either Rule 506(b) or 506(c), it is deemed to not involve a public offering...more

Ward and Smith, P.A.

FAQ: What Businesses Need to Know About Investment Crowdfunding

Ward and Smith, P.A. on

What is Crowdfunding? Crowdfunding is a marketing tool that businesses use to obtain capital from a large number of individuals, typically over the Internet....more

Morrison & Foerster LLP

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

Morrison & Foerster LLP on

The Jumpstart Our Business Startups Act (the “JOBS Act”) included a measure directing the Securities and Exchange Commission (the “SEC” or “Commission”) to relax the prohibition against general solicitation and general...more

Sands Anderson PC

Crowdfunding and Real Estate Development

Sands Anderson PC on

The real estate development market continues to open up to crowdfunding, and the changes to capital raising for real estate projects could be significant if only a small portion of the potential of these new methods take...more

Morrison & Foerster LLP - JOBS Act

It’s Not Crowdfunding!

Morrison & Foerster LLP - JOBS Act on

Since the Regulation A+ effective date last month, a number of websites have emerged that promote “Regulation A+ crowdfunding” contributing even further to the confusion in the market regarding “crowdfunding.” ...more

Foley Hoag LLP

SEC Issues Interpretive Advice About Verification Safe Harbors Under Rule 506(c)

Foley Hoag LLP on

The availability of the private placement exemption under SEC Rule 506 depends in large measure upon determinations that purchasers are “accredited investors” under the rules. Where there is no general solicitation, Rule...more

Katten Muchin Rosenman LLP

SEC Division of Corporation Finance Issues C&DIs Relating to Accredited Investor Verification Methods

Katten Muchin Rosenman LLP on

On July 3, the Securities and Exchange Commission’s Division of Corporation Finance issued six new Compliance and Disclosure Interpretations (C&DIs) with respect to determination of accredited investor status and, in...more

Stoel Rives LLP

In Case You Missed It - Interesting Items for Corporate Counsel

Stoel Rives LLP on

The Director of the SEC’s Division of Corporation Finance, Keith Higgins, recently gave the keynote address, here, at the 2014 Angel Capital Association Summit. He focused on the following three items on the SEC rulemaking...more

Akin Gump Strauss Hauer & Feld LLP

SEC Staff Provides Clarification of Scope of Bad Actor Disqualification

Akin Gump Strauss Hauer & Feld LLP on

The staff of the Securities and Exchange Commission’s Division of Corporation Finance published “Compliance and Disclosure Interpretations” (CDIs) on Wednesday, December 4, 2013, that provide important clarification regarding...more

Allen Matkins

Questions About Third-Party Confirmations Of Accredited Investor Status

Allen Matkins on

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

Clark Hill PLC

SEC Issues Proposed Rules Intended to Protect Investors and Gather Additional Information in Connection With Permitting General...

Clark Hill PLC on

On July 10, 2013, the Securities and Exchange Commission ("SEC") issued proposed rules regarding amendments to Regulation D, Form D and Rule 156 of the Securities Act. The SEC has requested comments on the proposed rules....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

Allen Matkins

SEC’s Bad Actor Rules Roil Opinion Practice

Allen Matkins on

The SEC’s bad actor rules are causing a great deal of consternation amongst lawyers who are being asked to give opinions that the offer and sale of securities do not require registration under the Securities Act of 1933. ...more

Dechert LLP

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

Dechert LLP on

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

Carlton Fields

Concurrent EB-5 Offerings In The United States And Abroad

Carlton Fields on

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

Carlton Fields

How To Use Electronic Media To Access Accredited Investors Under The New SEC Rules

Carlton Fields on

Effective September 23, 2013, pursuant to new SEC Rule 506(c), issuers of securities are allowed to reach “accredited investors” through general solicitation as long as they take adequate precautions to a) limit the offering...more

Stinson - Corporate & Securities Law Blog

10 Minute Overview Of General Solicitation And Crowdfunding

Stinson - Corporate & Securities Law Blog on

On August 19, Nicole Strydom and I gave a 10 minute presentation on the general solicitation rules and the current status of “crowdfunding” at a ceremony to announce the finalists in the student division of the Minnesota Cup....more

Troutman Pepper

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

Troutman Pepper on

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

Akerman LLP

SEC Proposes Amendments to Regulation D, Form D, and Rule 156

Akerman LLP on

On July 10, 2013, the U.S. Securities & Exchange Commission (Commission) adopted rules eliminating the ban on general solicitation and advertising in certain private offerings, as required by Section 201(a)(1) of the...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

Troutman Pepper

JOBS Act Implementation Regulations

Troutman Pepper on

The Jumpstart Our Business Startups Act (JOBS Act) regulations, which were announced on July 10 and which become effective on September 23, promise a new era for capital raising for operating companies and private funds...more

Smith Anderson

New Rules May Revolutionize Private Placements: Five Steps You Can Take NOW to be Prepared

Smith Anderson on

The Securities and Exchange Commission (“SEC”) recently took action to implement certain provisions of the Jumpstart Our Business Startups Act (“JOBS Act”) and the Dodd-Frank Wall Street Reform and Consumer Protection Act...more

Cohen & Gresser LLP

Opportunities and Pitfalls of the New Offering Rules

Cohen & Gresser LLP on

On July 10, 2013, the SEC substantially changed the rules for conducting unregistered offerings in reliance on Rule 506 of Regulation D by: - Lifting the ban on general solicitation and advertising in offerings where...more

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