Using Regulation D Rule 506(c) to Raise Capital
Videocast: Asset management regulation in 2020 videocast series – The SEC’s proposed accredited investor definition
Ropes & Gray’s PEP Talk: General Solicitation by Private Equity Funds Under 506(c)
JOBS Act Implementation Regulations
Like an accordionist, real estate sponsors often seek to be innovative. Cutting-edge opportunities like crowdfunding and online selling platforms call to them. However, based on statistics from the Securities and Exchange...more
The Securities and Exchange Commission’s Investor Advisory Committee will meet on September 21, 2023 and has announced its agenda for the meeting, which includes consideration of certain matters that are included on the SEC’s...more
Real estate syndication involves pooling funds from multiple investors to finance a real estate project. While syndication can be a profitable investment strategy, it also comes with various legal considerations and potential...more
On May 9, 2023, the Financial Industry Regulatory Authority, Inc. (“FINRA”) issued Regulatory Notice 23-08 (the “Notice”), which provides supplemental and updated guidance for members conducting private placements pursuant to...more
This is our global initial public offering guide. It will help you navigate the US portion of a global IPO – in other words, an IPO in which you sell locally listed ordinary shares to investors outside the United States under...more
Commissioner Crenshaw’s remarks on January 30, 2023, once again, touched on Regulation D and the private markets. It is understandable that, given companies in the United States have become increasingly reliant on private...more
Private placements can be a great resource for companies to raise capital in the current economic environment. They are cost effective in comparison to public offerings and provide greater decision-making latitude to current...more
As many of our readers will have heard, the Canadian Securities Administrators (“CSA”) has announced the adoption of a new prospectus exemption for certain reporting issuers listed on a Canadian stock exchange (the...more
There are many ways for a company to raise capital. Two common ways are for the principals to inject their own cash or arrange for the company to borrow it. But most banks are unwilling to lend to a company that does not...more
The Jumpstart Our Business Startups (JOBS) Act was signed into law by President Barack Obama on April 5, 2012 and aimed to improve access to public capital markets for emerging growth companies. While largely considered a...more
Under the Securities Act of 1933 (1933 Act), all securities offerings must be registered with the SEC unless there is an exemption. Registering securities is a costly and time-consuming process requiring SEC review and...more
Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more
In December 2020, New York adopted new rules to update its blue sky securities registration requirements as part of an ongoing effort to “streamline and enhance the oversight of the securities industry in New York,” modernize...more
The Securities and Exchange Commission (SEC) recently published extensive rules aimed toward modernizing aspects of the private placement framework of the federal securities laws. On January 14, 2021, the Final Rules were...more
The COVID-19 pandemic has resulted in seismic shifts to the real estate industry over the last year. Shifting preferences and governmental restrictions severely impacted retail, hospitality and commodity office asset classes....more
New York recently adopted new rules to, among other things, eliminate its cumbersome and confusing Form 99 blue sky notification filing requirement for many Regulation D offerings and instead require electronic notice filings...more
On December 1, the New York attorney general issued guidance that issuers selling “covered securities” must provide notice through the Electronic Filing Depository (EFD) of the North American Association of Securities...more
On December 1, 2020, New York Attorney General Letitia James issued guidance regarding, among other things, securities issued to New York residents in private placements made pursuant to Regulation D, Rule 506 under the...more
Summary - FINRA settled with a placement agent for failing to perform due diligence and supervise an employee in connection with the placement of securities by the placement agent in a Regulation D offering....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
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
The Situation: The term "accredited investor" under the Securities Act of 1933 ("Securities Act") is used to establish the eligibility of investors to participate in offerings conducted under the most frequently used private...more
Initially, the Securities and Exchange Commission’s (SEC) definition of “accredited investor” under Rule 501 of Regulation D (Reg D) took a similar approach to Hess. The accredited investor definition focused on investor...more
Raising investment capital through private offerings has always been a challenge, especially for new and emerging investment managers. COVID-19 has exasperated this challenge by significantly limiting traditional means of...more
- Amendments to the "accredited investor" definition expand the categories of persons eligible to participate in private placements under Regulation D to include (i) individuals with certain professional licenses (Series 7,...more