Rule 506 Offerings

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Post-JOBS Act IPO Trends

Earlier this month, we commented on some statistics regarding the number of IPOs and the IPO backlog (based on public filings). Here, we offer a few more insights into recent trends in the IPO market based on various...more

SEC Issues Interpretive Advice About Verification Safe Harbors Under Rule 506(c)

The availability of the private placement exemption under SEC Rule 506 depends in large measure upon determinations that purchasers are “accredited investors” under the rules. Where there is no general solicitation, 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

JOBS Act Quick Start - A brief overview of the JOBS Act - 2014 Update

In This Issue: - Introduction - The IPO on-ramp - The IPO Process - Applying Title I to other transactions - Private offerings - Crowdfunding - Regulation A+ - Exchange...more

Private Fund Update - June 2014 #3

In this issue: - The 113th Congress - The Administration - Securities and Exchange Commission - Securities and Exchange Commission - Association for Corporate Growth (ACG) - Private Equity...more

SEC to Revise “Accredited Investor” Definition — for Better or Worse?

In connection with the duties imposed on it by the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC is set to come out with further revisions to the definition of “accredited investor” in July 2014. Under...more

Seed Capital Review: Fall 2013 Survey Of Angel Financings

Welcome to the first installment of Seed Capital review, written by members of the entrepreneurial Services Group at Gray plant mooty. this is our first periodic report analyzing seed capital being raised by companies in...more

Verifying Accredited Investors in Public Rule 506 Offerings: SIFMA Guidance

On June 23, 2014, the Securities Industry and Financial Markets Association (SIFMA) published a memo outlining several specific methods for verifying accredited investor status that SIFMA believes would satisfy the...more

Future of Regulation A+ Uncertain

Earlier this month a group of Congressmen wrote to SEC Chair White regarding state preemption for Regulation A+ offerings. The letter suggests that, at the time that the JOBS Act was being debated and considered, Congress...more

How Brokers Can Navigate SEC Rule 506(c)

How does the Securities and Exchange Commission’s (SEC) Rule 506(c) impact commercial real estate brokers? What can real estate brokers do to meet securities broker-dealer requirements? And is it possible to obtain dual...more

Will This SEC Rule Boost CRE Crowdfunding?

The Securities and Exchange Commission (SEC) recently adopted a new rule that marks good news for condo-hotel developers. In the last real estate cycle, condo hotels were popular among domestic and international investors in...more

Remarks of Sebastian Gomez Abero, Chief of the SEC’s Office of Small Business Policy, in an ALI Webcast Titled “Crowdfunding and...

On May 22, 2014, Sebastian Gomez Abero, Chief of the Office of Small Business Policy of the Division of Corporation Finance of the SEC, spoke about the SEC’s crowdfunding and Regulation A+ proposals. Mr. Gomez commented...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

Under a Clear Blue Sky?

Commissioner Aguilar noted in his remarks that “Regulation A-plus remains a work in progress, and no one can say what the ultimate outcome will be.” The Commissioner went on to note that a workable exemption would “attract...more

In Case You Missed It - Interesting Items for Corporate Counsel

The Director of the SEC’s Division of Corporation Finance, Keith Higgins, recently gave the keynote address, here, at the 2014 Angel Capital Association Summit. He focused on the following three items on the SEC rulemaking...more

Accredited Investor Verification under Rule 506(c)

Bill Carleton has a good post regarding the recent comments from Keith Higgins, the Director of the Division of Corporation Finance, who spoke at the 2014 Angel Capital Association Summit. Higgins discussed the SEC’s...more

Corporate Communicator - Spring 2014

In this issue of the Corporate Communicator we bring you two short articles on important developments from the SEC relating to private securities offerings and private M&A transactions. In the first article, we discuss the...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

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

General Solicitation and Bad Actor Guidance from the SEC

The Securities and Exchange Commission (the “SEC”) has released a series of Compliance and Disclosure Interpretations (the “Interpretations”) recently addressing the general solicitation exemption under new Rule 506(c) of...more

SEC Division of Corporation Finance Issues Guidance on Rule 506(c) Private Placements

On January 23, the Securities and Exchange Commission’s Division of Corporation Finance issued new Compliance and Disclosure Interpretations (C&DIs) with respect to Rule 506 exemptions from registration under the Securities...more

Corporate and Financial Weekly Digest - Volume IX, Issue 6

In this issue: - SEC Division of Corporation Finance Issues Guidance on Rule 506(c) Private Placements - SEC Issues No-action Relief Regarding Registration of M&A Brokers - CFTC Issues Guidance on New...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

SEC Staff Announces 2014 Broker-Dealer Examination Priorities

The SEC’s Office of Compliance Inspections and Examinations (“OCIE”) announced the 2014 examination priorities (the “Announcement”) for its National Examination Program (the “NEP”). The priorities are organized according to...more

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