News & Analysis as of

Rule 506(c)

The International Comparative Legal Guide to: Lending & Secured Finance 2017

by K&L Gates LLP on

Innovations in financial technology (“fintech”) are transforming the provision of financial services to consumers and small businesses in ways that are at once profound and mundane. The nascent online lending – or...more

Capital Markets Disruptor: Real Estate Crowdfunding in the United States

by Goodwin on

Public REITs and other sponsors of real estate funds and projects have traditionally enjoyed the benefit of a broad range of choices to raise capital. Public REITs can obtain financing on a project-by-project basis or at the...more

SEC Takes Action Because Issuer Did Not Effect A Public Offering

by Allen Matkins on

Until the addition of paragraph (c) to Rule 506 three years ago, securities lawyers spent a lot of time advising their clients on how to avoid a public offering of their securities. Thus, I found it somewhat ironic to read...more

Minnesota’s First Crowdfunding Portal Approved, But The Question Remains: Will Anyone Actually Use It?

On November 9, 2016, the Minnesota Department of Commerce approved the first crowdfunding portal operator, VentureNear.com, under the crowdfunding legislation known as MNvest. As soon as the portal is populated with...more

SEC Issues New C&DIs on Regulation A and Regulation D

On November 17, 2016, the staff of the SEC’s Division of Corporation Finance (the “Staff”) issued four new compliance and disclosure interpretations (“C&DIs”) addressing aspects of offerings under Regulation A and Regulation...more

Four Eye-Opening New C&DIs Issued by the SEC’s Division of Corporation Finance

The SEC’s Division of Corporation Finance released four new compliance and disclosure interpretations (C&DIs) on November 17th addressing aspects of offerings under Regulation A and Regulation D. The staff’s new...more

A Conversation with Chair White

Chair White spoke at the Annual Securities Regulation Institute in San Diego last week and participated in a Q&A session. We have highlighted below commentary on topics of interest to our readers....more

SEC Proposes to Ease Intrastate Offering Exemption to Facilitate Crowdfunding

The SEC has proposed amendments to Rule 147 under the Securities Act of 1933, which currently provides a safe harbor for compliance with the Section 3(a)(11) exemption from registration for intrastate securities offerings....more

Matchmaker, Matchmaker Make me a… 506(b) Private Placement Investment

by Fenwick & West LLP on

The SEC has given the go-ahead to a venture capital firm’s plan to conduct 506(b) private placements online. On August 5, 2015, the Commission issued a no-action letter to Citizen VC, Inc., saying the firm’s proposed online...more

Securities Litigation and Enforcement Newsletter

by Fenwick & West LLP on

A CD or not a CD, That is the Question… That the Auditors Should Have Answered - A headline-grabbing SEC enforcement action last week against BDO USA and several of its national partners may lead audit firms to insist on...more

New Era in Private Capital Raising – Opening Up General Solicitation and General Advertising

by Sands Anderson PC on

The next few years may be the largest watershed event in opening up private equity capital since the 1980s when Regulation D was first published by the Securities and Exchange Commission (“SEC”). By allowing general...more

SEC Explains How to Form a Pre-Existing Relationship Using the Internet; New CDI’s Issued

The SEC granted no-action relief to Citizen VC, Inc. which appears to state, although subject to facts and circumstances, a pre-existing relation can be formed with a person that first contacts a seller of securities over the...more

New Era of Capital Raising: Sorting Through the JOBS Act’s New Capital Raising Rules

by Sands Anderson PC on

Since the enactment of the Jumpstart Our Business Startups Act (the “JOBS Act”) in 2012, the Securities and Exchange Commission (“SEC“) has slowly been making its way through the titles to the JOBS Act to promulgate the final...more

Current Marketplace Trends in Real Estate Crowdfunding

by Dechert LLP on

Today, there appears to be an ever-expanding number of sponsors and markets for crowdfunding. Commercial real estate is no exception. At the recent IMN US Real Estate Opportunity & Private Fund Investing Forum, Elizabeth...more

Types of Crowdfunding

by Buchalter on

Philip Schroeder, Esq. discusses the types crowdfunding: • Donation Model Crowdfunding (e.g.) Kickstarter • Rewards Model Crowdfunding • Equity Crowdfuning o Sales to Accredited Investors...more

Condo hotels: Don’t forget the secret sauce!

Condo hotels are back in vogue as “securities” - Developers particularly like the “new model” where condo hotel investments are offered as a “securities” using the new SEC Rule 506(c) for private placements with public...more

Practical Implications of the JOBS Act Changes to Private Placements: Rule 506(c), Crowdfunding, and Reg A+

Two key features of the JOBS Act – general solicitation in Rule 506 offerings, and the increased thresholds at which an issuer will be required to register a class of securities under the Securities Exchange Act of 1934 (the...more

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

by Dechert LLP on

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

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

by Shearman & Sterling LLP on

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

by Goodwin on

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

by Ropes & Gray LLP on

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

by Proskauer Rose LLP on

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

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