Regulation D

News & Analysis as of

What Do the Expanded Reg A+ Rules Mean for Your Company?

This spring, the SEC adopted final rules required by the JOBS Act, which some hoped would increase smaller companies’ access to capital. Note, this wasn’t the long-awaited crowdfunding rules, it was the expansion of...more

The Florida Crowdfunding Act - An Attempt to Facilitate Capital Raising by Small Businesses in Florida

"Crowdfunding" is the collection of small amounts of money from a large number of people to fund innovative projects, artistic endeavors, and non-profit political and charitable causes through the Internet. Over the past...more

The Interplay of Regulation FD and Stock Exchange Timely Alerts

For many years, Regulation FD has dominated the analysis of how and when a company should disclose material information. As a result, complying with the stock exchanges’ timely alert rules can get lost in the shuffle....more

“Notable By Their Absence: Finders And Other Financial Intermediaries In Small Business Capital Formation”

Small businesses are often regarded as the catalyst for economic growth in the United States. Small businesses account for the creation of two-thirds of all new jobs, and are the incubators of innovation. The majority of...more

Financial Regulatory Developments Focus - June 2015 #4

In This Issue: - Board of Governors of the Federal Reserve System Approves Final Rule Amending Regulation D - US Federal Banking Agencies Finalize Revisions to the Capital Rules Applicable to Advanced...more

Can “Bad Actors” Wave Goodbye to SEC Waivers?

The SEC has been thinking harder before waiving automatic disqualifications that the federal securities laws and regulations impose on so-called "bad actors." Without such waivers, companies may be barred from, among...more

New and Improved Reggae: SEC Adopts Regulation “A+”

Regulation A under the U.S. Securities Act of 1933 was enacted back in 1936 to provide smaller issuers with a simplified procedure to raise capital. For many reasons, however, it has been, to date, the SEC’s forgotten...more

Florida House and Senate Pass Intrastate Crowdfunding Legislation

In light of the SEC’s significant delay in implementing the national equity crowdfunding rules regarding the JOBS Act crowdfunding exemption, a growing number of states have recently adopted laws regulating intrastate...more

ACE Portal, in association with NYSE, Brings Technology to Private Equity Fundraising – An Interview with the General Counsel

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

SEC Radically Revamps Regulation A - Part 2

Contents of Offering Statement - For many years, SEC Regulation A languished as an exemption from registration that nobody really used. Although securities issued in a Regulation A offering are not “restricted...more

Americans Stand On the Cusp of a Money Revolution

Americans are standing on the cusp of a revolution in how we access and use money, a revolution that could make our economic lives more secure and our economy more robust. Just as e-commerce freed merchants and customers from...more

SEC Clarifies “Voting Equity Securities” for Purposes of the Bad Actor Rules

The Securities and Exchange Commission (the “SEC”) recently released additional guidance on the definition of “voting equity securities” as applied to the bad actor disqualification rules under Rule 506(d) of the Securities...more

In Case You Missed It - Interesting Items for Corporate Counsel - May 2015

The SEC proposed pay for performance rules to implement Section 953(a) of Dodd-Frank, which requires disclosure of “information that shows the relationship between executive compensation actually paid and the financial...more

The Basic Rules of Website Advertising for EB-5 Securities Offerings

EB-5 securities issuers, sponsors and others who market EB-5 securities often want to use websites to provide information to potential investors regarding their past and current EB-5 projects. When using these websites, it...more

SEC Considers Updating the Accredited Investor Definition

The accredited investor (AI) definition is an extremely important component of the private placement market. A significant amount of capital is raised using Regulation D, and accredited investors participated in 89 percent of...more

The Alphabet Soup of Raising Capital: Regulation A or Regulation D — What Would You Prefer?

On June 19, 2015, amended Regulation A recently adopted by the SEC will become effective. The new Regulation A, mandated by the JOBS Act and often dubbed as Regulation A+, is a significant improvement over the old Regulation...more

Orrick's Financial Industry Week in Review

ICMA Issues Updated Legal Opinions On GMRA - On April 9, the International Capital Market Association (ICMA) published the 2015 legal opinions on the Global Master Repurchase Agreement (GMRA), the principal standard...more

Federal Reserve Request Comment on Proposed Amendments to Regulation D

On April 13, the Federal Reserve Board requested public comment on proposed amendments to Regulation D (Reserve Requirements of Depository Institutions) making technical changes to the calculation of interest payments on...more

Crowdfunding: The Next Commercial Real Estate Frontier?

In a world where we buy groceries, book travel, and even date online, it should come as no surprise that online investment is becoming increasingly prevalent. The rapid shift towards an internet-centric world has made...more

Financial Regulatory Developments Focus - April 2015 #2

In this issue: - US Federal Reserve Board Expands Applicability of Small Bank Holding Company Policy Statement - US Federal Reserve Board Requests Public Comment on Proposed Amendments to Regulation D -...more

The New "Reg A+" Opens Doors For Private Companies To Raise Capital

On March 25, 2015, the Securities and Exchange Commission approved the final rules to adopt amendments to Regulation A, which will go into effect 60 days after the rules are published in the Federal Register....more

The SEC on Capital Formation: Graded Incomplete – Commissioner Gallagher

Last year the IPO market was overheating – a record number of initial offerings were conducted. Nevertheless, SEC Commissioner Daniel Gallagher gives the SEC a grade of “incomplete” in the area of capital formation in recent...more

Peer-to-Peer Lending Platforms: Securities Law Considerations

Peer-to-peer lending platforms, as their name suggests, allow borrowers to use a web-based platform to borrow money funded by other platform users rather than using the more traditional route of borrowing directly from a bank...more

"Corporate Finance Alert: SEC Adopts Regulation A+ to Provide New Exemption for Smaller Capital-Raising Transactions"

On March 25, 2015, the U.S. Securities and Exchange Commission (SEC) adopted the final rules for the new Regulation A+ exemption, which will permit eligible issuers to conduct securities offerings of up to $50 million without...more

“A” is For Approved: SEC Finalizes Regulation A+, the Small Offering Exemption

Securities lawyers had a “first time in forever” moment on March 25, when the U.S. Securities and Exchange Commission (SEC) voted to approve landmark reforms to its Regulation A, the so-called (and until now little-used)...more

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