JOBS Act, Securities and Exchange Commission (SEC), Bad Actors

FAQ: What Businesses Need to Know About Investment Crowdfunding

Ward and Smith, P.A. on 11/9/2017

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

A Guide to Regulation A+

McGuireWoods LLP on 12/15/2015

Significant changes to Regulation A, generally referred to as Regulation A+, went into effect on June 19, 2015. Old Regulation A - Regulation A is a previously existing exemption from the registration requirements...more

Beware the "Bad Actor" - SEC Disqualification and Disclosure Requirements Affect Private Offering Issuers

Baker Donelson on 4/1/2014

Effective September 23, 2013, the Securities and Exchange Commission (SEC) implemented Section 926 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which provided for expanded liability for "bad actors" in...more

Private Equity Newsletter - Winter 2014 Edition: SEC Approves Final Rules that Disqualify “Bad Actors” from Using Rule 506 to...

Dechert LLP on 3/4/2014

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

General Solicitation and Bad Actor Guidance from the SEC

Skadden, Arps, Slate, Meagher & Flom LLP on 2/17/2014

The Securities and Exchange Commission (the “SEC”) has released a series of Compliance and Disclosure Interpretations (the “Interpretations”) recently addressing the general solicitation exemption under new Rule 506(c) of...more

Crowdfunding: When Will the Rules Be Done?

Davis Wright Tremaine LLP on 2/11/2014

The startup community is getting excited and antsy. The comment period on the SEC’s crowdfunding rules ended February 3. The speculation has begun – when will the rules be final? Could it be this summer? My answer: Who...more

SEC Releases Proposed Rule Amendments to Regulation A

Foley Hoag LLP on 2/10/2014

On December 18, 2013, the Securities and Exchange Commission released its proposed rule amendments to Regulation A, which were required by Section 401 of the JOBS Act. Among the changes, the proposed rules create two tiers of...more

SEC Issues Rule Proposals to Amend Regulation A

K&L Gates LLP on 1/24/2014

On December 18, 2013, the U.S. Securities and Exchange Commission (“SEC”) issued rule proposals to amend Regulation A, implementing an important part of Title IV of the Jumpstart Our Business Startups Act of 2012 (the “JOBS...more

SEC Division of Corporation Finance Issues Five Additional C&DIs Relating to “Bad Actor” Rule

Katten Muchin Rosenman LLP on 1/14/2014

On January 3, the Securities and Exchange Commission’s Division of Corporation Finance issued five new Compliance and Disclosure Interpretations (C&DIs) with respect to Rule 506 under the Securities Act of 1933 (Securities...more

SEC Grants Second Rule 506 Bad Actor Waiver

Stinson - Corporate & Securities Law Blog on 1/13/2014

On December 26, 2013, the SEC granted its second waiver from disqualification from reliance on Regulation D because of prohibited conduct under new Rule 506(d). The waiver was granted to a Broker-Dealer alleged to have paid...more

SEC Division of Corporation Finance Issues 14 New C&DIs Relating to “Bad Actor” Rules

Katten Muchin Rosenman LLP on 12/10/2013

On December 4, the Securities and Exchange Commission’s Division of Corporation Finance issued 14 new Compliance and Disclosure Interpretations (C&DIs) with respect to Rule 506 under the Securities Act of 1933. These C&DIs...more

SEC Grants First Rule 506 Bad Actor Waiver

Stinson - Corporate & Securities Law Blog on 12/9/2013

The SEC has granted the first bad actor waiver under Rule 506 to RBS Securities. RBS pointed out the following to the SEC...more

SEC Staff Provides Clarification of Scope of Bad Actor Disqualification

Akin Gump Strauss Hauer & Feld LLP on 12/6/2013

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

Bad Actor Guidance from the SEC Staff

Morrison & Foerster LLP - JOBS Act on 12/5/2013

Recently posted Compliance and Disclosure Interpretations follow. Question 260.14 - Question: When is an issuer required to determine whether bad actor disqualification under Rule 506(d) applies?...more

New C&DIs Relating to Rule 144A and Rule 506(c)

Akin Gump Strauss Hauer & Feld LLP on 11/25/2013

As discussed (see Below) , the Securities and Exchange Commission (SEC) adopted changes to Regulation D and Rule 144A, addressing general solicitation, new filing requirements and “bad actor” disqualification events (among...more

The recently finalized "Bad Actor" rules and their applicability to CLO transactions

Dechert LLP on 10/25/2013

Section 926(1) of the Dodd-Frank Act required the Securities and Exchange Commission (“SEC”) to adopt rules that disqualify securities offerings involving certain felons and other “bad actors” from reliance on Rule 506 under...more

New Regulation D General Solicitation and “Bad Actor” Disqualification: Considerations for Private Funds

Latham & Watkins LLP on 10/24/2013

Offerings of private investment fund interests routinely rely on Rule 506 of the Regulation D “safe harbor” from registration under the Securities Act of 1933. Historically, such offerings have been strictly required to avoid...more

Investment Management Legal + Regulatory Update -- October 2013

Morrison & Foerster LLP on 10/24/2013

- Regulatory Updates: CFTC Adopts “Substituted Compliance” Approach for Registered Investment Companies that are Commodity Pools; SEC’s Final Rules on General Solicitation and Bad Actor Disqualification for Investment...more

SEC’s Bad Actor Rules Roil Opinion Practice

Allen Matkins on 10/9/2013

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

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

Concurrent EB-5 Offerings In The United States And Abroad

Carlton Fields on 10/2/2013

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

General Solicitation – Week One – Flying Cars And More

Stinson - Corporate & Securities Law Blog on 9/26/2013

It began with announcements like this from AngelList. For just $99 plus $25 per investment, wefunder will let you create a create a “beautiful profile” and send updates to followers, and provide free investment contracts,...more

The Impact of the SEC’s Final Rules on General Solicitation and Bad Actor Disqualification for Broker-Dealers and Investment...

Broker-Dealer Compliance + Regulation on 9/12/2013

The SEC recently finalized amendments to Rule 506 of Regulation D and Rule 144A under the Securities Act relaxing prohibitions against general solicitation in certain private offerings of securities implementing Section...more

SEC Gets Tough On Bad Actors

Troutman Pepper on 9/11/2013

New Securities and Exchange Commission (SEC) Rule 506(d), which is set to take effect September 23, 2013, disqualifies securities offerings from reliance on the private placement exemption of Rule 506 of the Securities Act of...more

Immediate Action Item for Private Funds and Their Managers: Prepare and Distribute "Bad Actor" Questionnaires

Holland & Knight LLP on 8/30/2013

As widely reported, the Securities and Exchange Commission (SEC) approved a final rule effective Sept. 23, 2013, that prohibits a fund relying on the vital Regulation D/Rule 506 exemption from SEC registration if the issuer...more

The Jump-Start Our Business Start-Ups Act › Securities and Exchange Commission (SEC) › Bad Actors

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