Regulation D

News & Analysis as of

Structuring a Cross-Border Securities Offering: Common U.S. Exemptions from Registration

Due to the size and scope of the U.S. capital markets, U.S. investors can form a meaningful add-on tranche to both public and private Canadian securities offerings. However, the legal mechanics of structuring a cross-border...more

Massachusetts Adopts Intrastate Crowdfunding Rules, Effective Immediately

The Massachusetts Securities Division has recently joined a number of other states in adopting a “crowdfunding” exemption from securities registration requirements for certain offerings made within the Commonwealth, with the...more

Maine’s Crowdfunding Goes Live

On January 1, 2015, Maine’s crowdfunding rule went effective. Maine enacted 2014 P.L. Ch. 452 “An Act to Increase Funding for Start-ups” (referred to as Maine’s “crowdfunding law”) on March 2, 2014, but companies in Maine...more

SEC Proposes New Exchange Act Registration Thresholds and Changes to Certain “Held of Record” Definitions

On December 18, 2014, the Securities and Exchange Commission proposed new rules regarding the thresholds at which issuers may become reporting companies under Section 12(g) of the Securities Exchange Act of 1934, as amended...more

SEC Sets October 2015 Target Date for Certain Dodd-Frank and JOBS Act Rulemaking

The Securities and Exchange Commission recently published its agenda with respect to upcoming rulemaking, including rulemaking contemplated by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) and...more

2014 SEC Government-Business Forum on Small Business Capital Formation Considers Adding Qualitative Requirements to the Standards...

On Thursday, November 20th, the 2014 SEC Government-Business Forum on Small Business Capital Formation met at the SEC headquarters in Washington, D.C. The forum was attended by SEC Chairwoman Mary Jo White, Commissioner...more

A Closer Look at Regulation D: OfferBoard Finds Rule 506(c) Offerings Have Lowest Percentage of Funds Committed at Time of Filing;...

In “Equity Crowdfunding Under Title II of the JOBS Act: The First Year,” OfferBoard reveals many interesting findings regarding offerings under Regulation D. The white paper finds that offerings under Rule 506(c) of Reg. D...more

SEC Commissioners on Capital Formation

Recently, various SEC Commissioners, including Commissioner Stein and Commissioner Gallagher, have addressed issues related to capital formation in their public remarks. At a Los Angeles County Bar Association...more

Crowdfunding Disclaimers Aren’t Adequate to Avoid Liability under U.S. Securities Laws

Warning to non-United States equity crowdfunding sites: it’s not enough to warn that offerings are not being made to United States residents. Your procedures must verify that investors are not United States residents. On...more

A Compilation of Enforcement and Non-Enforcement Actions

Non-Enforcement - Assets Under Management by Registered Investment Advisers Have Increased Substantially - Will “Accredited Investor” Definition Be Changed? - Excessive Fee Case Withstands Dismissal -...more

Notification Requirement for Firms Claiming Compliance with the Global Investment Performance Standards (GIPS)

The GIPS Executive Committee has approved a new requirement, effective January 1, 2015, that any firm claiming compliance with GIPS must annually notify the CFA Institute of such claim by June 30. Each GIPS-compliant firm...more

SEC’s Crowdfunding Rule Proposal Turns One Year-Old - But Still Not Final

States, issuers and investors find different crowdfunding methods for raising capital while waiting for the SEC - On October 23, 2013, the U.S. Securities and Exchange Commission staff proposed a 500+ page set of rules...more

CFTC Issues Exemptive Relief Related to JOBS Act Amendments to Regulation D

The Division of Swap Dealer and Intermediary Oversight (Division) of the U.S. Commodity Futures Trading Commission (CFTC) on September 9, 2014 issued a letter granting exemptive relief from provisions in CFTC Regulations...more

Securities and Governance Update

Each year, thousands of businesses and investment funds raise billions of dollars in capital through unregistered offerings under Rule 506—the most widely used exemption under Regulation D under the Securities Act of 1933, as...more

Angels in Limbo: Congress and SEC Consider Regulatory Changes with Potential for Profound Effects on Start-Up Investments

Three events occurred during 2013 that have the potential to significantly affect angel investment around the country: (1) the Securities and Exchange Commission (“SEC”) lifted the prohibition on general solicitation for...more

Is the SEC Doing Enough to Promote Capital Formation?

If you believe Commissioner Daniel M. Gallagher, the answer is an emphatic “no”, at least with respect to small businesses. On September 17, 2014, at a Heritage Foundation event, Commission Gallagher gave a speech criticizing...more

The More Things Change….

Today, September 23rd, is the one year anniversary of the effective date of the changes relaxing the prohibition against general solicitation in certain offerings made under Rule 506 and resales made pursuant to Rule 144A....more

CFTC Provides Relief from Certain Agency Regulations to be Consistent with JOBS Act SEC Amendments

On September 9, the CFTC issued an exemptive letter, which provides relief from certain provisions of Regulations 4.7(b) and 4.13(a)(3) restricting marketing to the public. The exemptive letter harmonizes these rules with...more

CFTC Staff Issues Exemptive Letter Facilitating Broader Marketing of Certain Commodity Pools

On September 9, 2014, the Division of Swap Dealer and Intermediary Oversight (“Division”) of the US Commodity Futures Trading Commission (“CFTC”) issued an exemptive letter (“Letter”) harmonizing certain CFTC restrictions on...more

Financial Services Weekly News Roundup - September 2014

In This Issue: The CFTC provided long-awaited exemptive relief for commodity pool operators that wish to offer their funds in private offerings using general solicitation under Rule 506(c) of the SEC’s Regulation D. ...more

CFTC Aligns CPO Regulation With JOBS Act, Provides Other Guidance for CPOs

The Commodity Futures Trading Commission’s Division of Swap Dealer and Intermediary Oversight (DSIO) recently issued several letters affecting commodity pool operators (CPOs): JOBS Act Harmonization: On September 9,...more

CFTC grants relief to commodity pool operators selling securities using general solicitation in reliance upon Rule 506(c)

Nearly one year ago the Securities and Exchange Commission adopted Rule 506(c), which eliminated the ban on general solicitation and general advertising in the offer and sale of securities if certain criteria set forth in the...more

CFTC Provides Exemptive Relief for Commodity Pool Operators Relying on the JOBS Act’s General Solicitation Amendments and...

Earlier this week, the Commodity Futures Trading Commission’s (“CFTC”) Division of Swap Dealer and Intermediary Oversight (the “Division”) issued a series of exemptive and no-action letters applicable to commodity pool...more

CFTC Permits CPOs to Advertise

On September 9, 2014, the Commodity Futures Trading Commission (CFTC) issued an exemptive letter (No. 14-116) that permits a commodity pool operator (CPO) relying on an exemption under CFTC Regulation 4.7(b) or 4.13(a)(3) to...more

CFTC Issues Exemptive Relief to Harmonize with JOBS Act Amendments to Regulation D and Rule 144A

The U.S. Commodity Futures Trading Commission (“CFTC”) issued an Exemptive Letter on September 8, 2014 (“Exemptive Letter”) providing that an issuer relying on Rule 506(c) of Regulation D and resellers relying on Rule 144A,...more

211 Results
|
View per page
Page: of 9