Regulation D

News & Analysis as of

Guidance Provides Path Forward for Accredited Investor Verification

As mandated by Congress in Section 201(a) of the Jumpstart Our Business Startups Act, in July 2013 the Securities and Exchange Commission (SEC) amended Rule 506 under Regulation D of the Securities Act of 1933, creating a new...more

Securities Regulation Radar: Top Topics in New York

On July 16, the New York State Bar Association’s Securities Regulation Committee held a meeting to discuss three of the recent developments in securities regulation. The first discussion focused on the Supreme Court’s June...more

SEC Releases New Guidance on Accredited Investor Determination and Verification

On July 3, 2014, the Securities and Exchange Commission (SEC) issued six new Compliance and Disclosure Interpretations (CDIs) regarding the determination and verification of accredited investor status for purposes of Rule...more

SEC Division of Corporation Finance Issues C&DIs Relating to Accredited Investor Verification Methods

On July 3, the Securities and Exchange Commission’s Division of Corporation Finance issued six new Compliance and Disclosure Interpretations (C&DIs) with respect to determination of accredited investor status and, in...more

SEC Staff Provides Rule 506(c) Verification Guidance

The SEC Staff recently provided further guidance on the provisions of Rule 506(c) of Regulation D which permit the use of general solicitation and general advertising when sales are made only to accredited investors and the...more

HALOS in the Making: Helping Angels Lead our Startups Act

On July 10, 2013, the Securities and Exchange Commission (“SEC”) adopted new rules to eliminate the prohibition against general solicitation and general advertising in certain securities offerings under Rule 506(c) of...more

Structured Thoughts: Volume 5, Issue 5 - June 25, 2014

In This Issue: - The 1996 Morgan Stanley Letter: Re-imagined at the Age of 18 - Structured CDs – Goodbye Regulation DD, Hello Regulation DD - FCA Issues Fine in Relation to Structured Product...more

Committee Passes JOBS Act Related Bills

The House Financial Services Committee passed several bills designed to promote capital formation, including: HR 4200, the Small Business Investment Companies (SBICs) Advisers Relief Act, introduced by Rep. Blaine...more

Hearing on Proposed JOBS Act Related Bills

On May 1st, the House Financial Services Committee will hold a hearing on various proposed bills related to the JOBS Act. One of the bills addresses the crowdfunding framework and would have the effect of striking Title III...more

Rule 506: Too Cumbersome For Private Offerings?

The SEC has been pursuing several initiatives that, taken together, would significantly increase the difficulties and uncertainties presented by the securities registration exemption found in Rule 506 of Regulation D....more

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

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

Keith Higgins Speaks To JOBS Act Misperceptions: • The Staff Will Not Be Quick To Second Guess • “Venture Fairs” And “Demo Days”...

In a recent speech, Keith Higgins, Director, SEC Division of Corporation Finance, gave his views on certain misperceptions and other matters regarding general solicitation under the JOBS Act....more

JOBS Act: From A+ to D

Today is the end of the comment period on the SEC’s proposing release concerning Regulation A+. Additional comment letters are likely to be received in the next few days. The letters overwhelmingly support the SEC’s...more

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

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

Costs of Equity Crowdfunding: Are Companies in for Sticker Shock?

When the SEC‘s proposed new rules for regulating crowdfunding came out in October last year, there was understandably a lot of excitement. What’s not to love about the lofty idea of providing companies access to the huge...more

Condominium Hotel Units: On the Benefits of Being a Security

The potential application of federal and state securities laws to the sale of condominiums when coupled with the opportunity to participate in a rental program (sometimes referred to as a "condohotel," "condominium hotel," or...more

SEC Staff Issues Interpretive Guidance on Recently Adopted Amendments to Rule 506 Addressing General Solicitation and Bad...

Effective September 2013, the U.S. Securities and Exchange Commission (SEC) amended Rule 506 of Regulation D to (1) permit, in certain circumstances, an issuer to engage in general solicitation and general advertising in...more

Amendments To "Regulation A" - A Step Towards a Middle Ground in Smaller Company Capital Formation

The Securities and Exchange Commission (Commission) recently proposed rules amending Regulation A. Regulation A currently allows an exemption from federal registration under the Securities Act of 1933 (the Securities Act) for...more

What Startup Entrepreneurs Need to Know About Crowdfunding Before They Raise Money

What's the one thing entrepreneurs and small business owners need to know about crowdfunding before they raise money? For a JD Supra Perspective, that’s the question we put to experts writing on this matter. Here’s what we...more

Bad Actors: Snubbed at Golden Globes, But Awarded Guidance from SEC

Bad actors received no accolades at last night’s Golden Globe Awards. However, persons designated as "bad actors" under the federal securities laws are very much in the SEC’s limelight. On December 4, 2013 and January 3,...more

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

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

Continued Controversy Surrounding Proposed Regulation D Amendments

The controversy continues around the proposed SEC rules that would require a Form D be filed prior to commencing a general solicitation. Recently, seven senators sent this letter to SEC Chair Mary Jo White supporting the...more

SEC Staff Provides More Guidance on Rule 506(d)

On January 3, 2014 the Staff of the SEC’s Division of Corporation Finance updated the Securities Act Rules Compliance and Disclosure Interpretations to address a number of interpretive issues under the “bad actor”...more

Bad Actors

On July 10, 2013, the Securities and Exchange Commission (“SEC”) adopted amendments to Rule 506 of Regulation D (“Reg D”) that, among other things, prohibit issuers of securities from relying on Reg D if “bad actors” are...more

A Year End Look at the JOBS Act

2013 has proven to be a strong year for IPOs. According to a recent PWC study, total IPO volume for 2013, as of December 17, reached 237 public company debuts, which is an increase over 2012. The overwhelming majority of...more

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