Regulation D

News & Analysis as of

"The JOBS Act: Did It Accomplish Its Goals?"

In the wake of the 2008 financial crisis, Congress created the Jumpstart Our Business Startups Act (JOBS Act) to encourage capital formation in order to grow businesses, create jobs and spur economic activity. Congress and...more

Blog: Discussion Draft of the Financial CHOICE Act

A discussion draft for the Financial CHOICE Act is now publicly available. Many of the provisions of interest from a corporate standpoint are in Title IV—Capital Markets Improvements and Title X—Unleashing Opportunities for...more

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

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

Financial Services Committee Approves Bills Relating to Capital Formation

The House Financial Services Committee held a markup session on June 15, 2016 to discuss a number of bills, including many relating to capital formation and the lessening of regulatory burdens for smaller reporting companies....more

The SEC Promulgates Long Awaited Rules on Investor Regulation Crowdfunding

Most of us are generally familiar with the concept of crowdfunding – the practice of a group of unrelated people financing a product with modest amounts of money online. Many recent crowdfunding efforts have involved...more

Private Placement Memoranda – Do I Need One?

All start-ups know the importance of capital in growing a business and frequently, that capital is generated through private offerings of securities. A strong private placement memorandum, or “PPM,” is one tool a start-up may...more

General Solicitation under Rule 506(b) after Citizen VC: Part 1

On August 6, 2015, without fanfare, the SEC Division of Corporation Finance issued an interpretative letter to Citizen VC and posted several updates to the Division’s Compliance and Disclosure Interpretations (the “Companion...more

Considering Regulation Crowdfunding’s Advertising Restrictions

Robb Mandelbaum has a nice piece up at Forbes that digs into the advertising limitations that are imposed by Regulation Crowdfunding. The whole piece is worth a read, and it sparked reactions in me in a couple of spots....more

Agenda Announced for SEC Advisory Committee on Small and Emerging Companies Meeting

The SEC has announced the agenda for its May 18 meeting of the Advisory Committee on Small and Emerging Companies. The meeting will focus on the definition of “accredited investor”, where the recent SEC staff report will be...more

Regulation Crowdfunding: Worth the Wait?

You’ve been waiting more than four years since Congress passed the JOBS Act to use equity crowdfunding to raise capital for your company. On May 16, 2016, the SEC’s final crowdfunding rules under the Securities Act of 1933...more

SEC Opinion Examines Reasonable Belief and Accredited Investor Status

The SEC opinion In the Matter of Joseph P. Doxey examines compliance with Rule 506 in an alleged unlawful offering of stock totaling $57,654. The administrative law judge on summary disposition determined that Mr. Doxey...more

The CATO Institute Assesses the Effectiveness of the JOBS Act

On May 3, 2016, the CATO Institute published a policy paper titled, “A Walk Through the JOBS Act of 2012: Deregulation in the Wake of Financial Crisis,” which assesses the JOBS Act and offers certain policy recommendations. ...more

The Equity Crowdfunding Rules: What You Need to Know

The SEC’s equity crowdfunding rules finally go into effect this month almost four years after Congress passed the JOBS Act, requiring the relaxing of certain rules on raising funds. So what does equity crowdfunding actually...more

SEC Waivers with Strings Attached: the Wave of the Future?

The SEC recently attached potentially precedent-setting conditions to a waiver from certain automatic disqualifications under the federal securities laws. Without such waivers, defendants that settle securities law...more

House of Representatives Passes the HALOS Act; Fair Access to Investment Research Act of 2016 is Introduced

On April 27, 2016, the House of Representatives passed the Helping Angels Lead Our Startups Act (H.R. 4498) (the “HALOS Act”), which was first introduced on April 16, 2015. The HALOS Act directs the SEC to amend Regulation D...more

HALOS Act Passes Vote in U.S. House of Representatives

After a floor debate during which lawmakers on both sides of the aisle traded dueling press releases, the U.S. House of Representatives voted 325-89 in favor of the Helping Angels Lead Our Startups (HALOS) Act, on April 27,...more

Private Placements: A Primer

A private equity offering or “private placement” of securities is the process of offering and selling securities to prospective investors without first registering the securities with the U.S. Securities and Exchange...more

Congress Moves to Expand Definition of “Accredited Investor” Under Regulation D

In an era where Congress and the Securities and Exchange Commission (“SEC”) have been working to break down barriers to investment and equity development, it only makes sense a new bill currently wending its way through the...more

Attention Start-Ups! Possible Revisions to “Accredited Investor”

On December 18, 2015, the staff of the U.S. Securities and Exchange Commission (the “Commission”) issued its report reviewing the definition of “accredited investor” under Rule 501 of Regulation D to the Securities Act of...more

Capital Formation Legislative Update

On March 22, 2016, Congressman French Hill introduced a bill, HR 4831, that would amend the 100-holder restriction on S corporations in the limited case of shares acquired through crowdfunded offerings or Regulation A...more

2016 Venture Capital Report

The 2016 Venture Capital Report provides an in-depth analysis of, and outlook for, the US and European venture capital markets. The report features industry and regional breakdowns, and a look at trends in venture capital...more

Newly Codified Exemption for Private Resales of Securities

On December 4, 2015, the Fixing America’s Surface Transportation Act (the FAST Act) was signed into law. While the FAST Act primarily dealt with transportation and infrastructure improvements, it included a new subsection to...more

Recent Developments Relating to the Definition of “Accredited Investor”

When is an individual an “accredited investor” under the Securities Act of 1933? H.R. 2187, the Fair Investment Opportunities for Professional Experts Act, which recently passed in the House of Representatives, may broaden...more

House Committee on Financial Services Reports Favorably on the HALOS Act

United States Representative Steve Chabot of Ohio first introduced the Helping Angels Lead Our Startups Act (the “HALOS Act”) on February 9, 2016. Less than a month later, on March 2, 2016 the House Committee on Financial...more

SEC Review of the Definition of an Accredited Investor

At the Practising Law Institute’s SEC Speaks program held on February 19-20, SEC staff members and representatives of the Division of Corporation Finance addressed the Report on the Review of the Definition of “Accredited...more

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