JOBS Act, Private Placements, Rule 506 Offerings

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2021 Edition

Latham & Watkins LLP on 9/10/2021

Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

Simplified Rule 506(c) Investor Verification Takes Effect March 15

Whitman Legal Solutions, LLC on 2/9/2021

Although few might think of securities laws as “simple,” sometimes, laws are more complicated than necessary. That has been the case with accredited investor verification under Rule 506(c). But that will change when a new...more

SEC Advisory Committee Recommends Additional Clarity Regarding So-Called “Finders”

Seyfarth Shaw LLP on 10/8/2015

The Securities and Exchange Commission ("SEC") Advisory Committee on Small and Emerging Companies ("Advisory Committee") announced new recommendations to make it easier for small and emerging companies to raise capital using...more

Citizen.VC No Action Letter: Clarity and Guidance for Conducting a Private Placement Online

Mintz on 8/10/2015

The SEC has recently provided clarity as to how an issuer of securities can conduct a private placement in a password protected web page under Rule 506(b), without it being deemed a “general solicitation” and thereby being...more

SEC Division of Corporation Finance Issues Guidance on Rule 506(c) Private Placements

Katten Muchin Rosenman LLP on 2/11/2014

On January 23, the Securities and Exchange Commission’s Division of Corporation Finance issued new Compliance and Disclosure Interpretations (C&DIs) with respect to Rule 506 exemptions from registration under the Securities...more

The Value of Relationships

Morrison & Foerster LLP - JOBS Act on 11/22/2013

Maybe, given that we’re living in the age of social media with Facebook “friends” and LinkedIn contacts, it shouldn’t be all that surprising that the value of relationships may appear to have diminished. In fact, in many...more

General Solicitation Solution

Morrison & Foerster LLP - JOBS Act on 9/24/2013

Today is a big day for issuers seeking to raise capital in private placements. For 80 years, issuers have been constrained in their private capital raising efforts: allowed only to reach out to those potential investors with...more

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

Akerman LLP on 8/19/2013

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

SEC Lifts Ban on General Solicitation for Certain Private Offerings

Partridge Snow & Hahn LLP on 8/19/2013

Background - On April 5, 2012, President Obama signed the Jumpstart Our Business Startups Act (the “JOBS Act”) into law. The JOBS Act is intended to “increase American job creation and economic growth by improving...more

Corporate and Securities Alert: SEC Clears Way for General Solicitation in Private Securities Offerings

Fenwick & West LLP on 8/15/2013

New regulations approved by the Securities and Exchange Commission (SEC) in July 2013 give companies greater freedom to communicate with potential investors in certain private securities offerings, creating both new...more

Effective Compliance Programs Crucial For Companies In New Era Of Capital Raising

Bilzin Sumberg on 8/14/2013

With general solicitation rules becoming effective on September 23, 2013, it has never been more important for companies to implement effective compliance programs when raising capital in private placement offerings. ...more

Practical Considerations For A Rule 506(c) General Solicitation

Troutman Pepper on 8/14/2013

So you want to jump into the fray and take advantage of the new opportunities created by the JOBS Act’s elimination of the ban on general advertising of private placements?...more

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

Smith Anderson on 8/9/2013

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

Private Placements Under New Rule 506(c) – Interplay With Other Exemptions And State Law Implications

Troutman Pepper on 8/8/2013

A fundamental precept of the federal securities laws is that any purchase or sale of a security must either be registered under the Securities Act of 1933 (the Securities Act) or qualify for an exemption from registration....more

Small Business Securities Bulletin: The Private Placements They Are A-Changin - General Solicitation, Bad Actor Prohibitions and...

Baker Donelson on 8/8/2013

By way of background, pursuant to Section 5 of the Securities Act of 1933 (Securities Act) and state securities laws, any offer and sale of a security must be registered with the Securities and Exchange Commission (SEC) and...more

FINRA Actions and the Due Diligence Obligations of Broker-Dealers in Private Placements

Morrison & Foerster LLP - JOBS Act on 8/6/2013

Private placements and the due diligence obligations of broker-dealers in such transactions have recently come under increased scrutiny from FINRA as part of a broader trend reflected most notably in the filing requirements...more

SEC Adopts Rule Defining "Bad Actors" Disqualified From Using Rule 506 Of Regulation D To Raise Capital

Polsinelli on 8/6/2013

In This Issue: - Covered Persons - Disqualifying Events - The Pre-Effectiveness Event Exclusion - Waivers and Exclusions - Ramifications of Rule 506 Disqualification - Excerpt from Covered...more

SEC Rule 506 Amendments and Blue Sky

Morrison & Foerster LLP - JOBS Act on 8/2/2013

The Securities and Exchange Commission took some long-awaited action in the area of private offerings at its open meeting on July 10, 2013. The Commission issued two releases adopting final rules (i) to eliminate the...more

Impacts of SEC Rule Changes Allowing General Solicitation

Winstead PC on 8/2/2013

The SEC’s Jumpstart Our Business Startups Act rule eliminating the ban on advertising private offerings by hedge funds, buyout firms, and startups will be lifted and this article looks at how these SEC rule changes could...more

Securities Law Update - SEC Amends Rules on Advertising, Solicitation and "Bad Actors" for Certain Private Offerings and Proposes...

Burns & Levinson LLP on 8/2/2013

On July 10, 2013, the Securities and Exchange Commission (SEC) approved new rules that, beginning September 23, 2013, will under specified circumstances eliminate the bans on “general solicitation and general advertising”...more

SEC Adopts JOBS Act Private Placement Provisions: Lifts Ban on General Solicitation and Advertising in Private Placements

Patterson Belknap Webb & Tyler LLP on 7/31/2013

On July 10, 2013, the Securities and Exchange Commission (“SEC”) approved by a vote of 4-1 final rules that eliminate the prohibition against general solicitation and advertising in certain private offerings of securities. ...more

SEC Approves Changes to Private Offering Rules and Adopts New “Bad Actor” Prohibitions; Proposes Additional Changes to Better...

McDermott Will & Emery on 7/23/2013

On July 10, 2013, the U.S. Securities and Exchange Commission (SEC) approved changes to Rule 506 of Regulation D under the Securities Act of 1933 to implement the elimination, mandated by the Jumpstart Our Business Startups...more

SEC Adopts Long-Awaited Final Rule Removing Ban On General Solicitation In Rule 506 Private Offerings

Dickinson Wright on 7/22/2013

On July 10, 2013, the SEC adopted a “game changing” new final rule that lifts an 80-year-old ban on general solicitation and advertising for certain private securities offerings. Previously, investors conducting private...more

SEC Lifts Ban On General Solicitation, Adopts “Bad Actor” Disqualification Rules And Proposes Amendments To Form D Filings

Orrick, Herrington & Sutcliffe LLP on 7/22/2013

On April 5, 2012, the Jumpstart Our Business Startups Act (the "JOBS Act") was enacted. The stated objective for the JOBS Act is to improve access to the public capital markets for startup and emerging companies and thus...more

SEC Adopts Rule Amendments to Permit General Solicitation in Certain Private Offerings

K&L Gates LLP on 7/19/2013

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

The Jump-Start Our Business Start-Ups Act › Private Placements › Rule 506 Offerings

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