Ropes & Gray’s PEP Talk: General Solicitation by Private Equity Funds Under 506(c)
Preserving Deferred Tax Assets in a Capital Raise
This amendment builds on FINRA’s recent willingness to relax the prohibition on the use of projections and targeted returns in the marketing materials broker-dealers deliver to institutional investors and qualified...more
In setting forth its rationale, FINRA observed that private placement retail communications reviewed by AdReg have “revealed significant and pervasive” violations of FINRA Rule 2210. On October 28, 2020, the Financial...more
On November 2, 2020, the Securities and Exchange Commission (SEC) amended several rules to harmonize requirements for exempt offerings, which will be effective in 2021 (60 days after publication in the Federal Register). The...more
On October 7, 2020, the US Securities and Exchange Commission (SEC) proposed granting exemptive relief from the broker registration requirement in Section 15 of the Securities Exchange Act of 1934, as amended (the Exchange...more
Startups, and particularly first-time founders, typically find that raising funds is a significant, challenging and time-consuming process. There are many ways a founder can secure funding, including crowdfunding,...more
Nasdaq, Inc. recently requested comments regarding possible updates to its “20% voting rule.” That rule, adopted in 1990, requires Nasdaq listed companies to obtain shareholder approval when issuing 20% or more of its stock...more
On June 8, 2017, the House of Representatives passed, by a 233-186 party-line vote (with all Democrats and one Republican voting against), the Financial CHOICE Act of 2017, a bill principally designed to reverse many features...more
On August 6, 2015, the Securities and Exchange Commission (SEC) staff issued important guidance concerning general solicitation and general advertising (collectively, general solicitation), including the use of online...more
Do you ever wonder whether the time and expense of preparing a private placement memorandum is really worth it? Does anyone ever escape liability because of a well drafted PPM? A recent opinion by the California Court of...more
This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more
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
In the Summer 2014 issue of the PE Newsletter we reviewed a private placement platform set up by ACE Portal, in partnership with the New York Stock Exchange, to facilitate the private placement of securities by issuers. The...more
This is a very brief, initial summary. We will be reporting on the final rule in an upcoming alert. The SEC’s proposed rules already had provided a very practical format for private issuers seeking to raise capital. The...more
On August 4, the Securities and Exchange Commission’s Office of Investor Education and Advocacy issued an Investor Alert to assist investors in identifying potentially fraudulent private placements. In the Alert, the Office...more
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
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
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