JOBS Act Implementation Regulations
Earlier this month, the Commodity Futures Trading Commission proposed rules that would codify certain relief provided to commodity pool operators and commodity trading advisors in the post Dodd-Frank Act years....more
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
Yesterday, the SEC proposed rules to permit companies to offer and sell securities through crowdfunding, as required by the Jumpstart Our Business Startups Act of 2012. Crowdfunding, which has become popular in recent years...more
Offerings of private investment fund interests routinely rely on Rule 506 of the Regulation D “safe harbor” from registration under the Securities Act of 1933. Historically, such offerings have been strictly required to avoid...more
- Regulatory Updates: CFTC Adopts “Substituted Compliance” Approach for Registered Investment Companies that are Commodity Pools; SEC’s Final Rules on General Solicitation and Bad Actor Disqualification for Investment...more
The SEC has amended1 Rule 506 of Regulation D and Rule 144A under the Securities Act of 1933 (“Securities Act”) to (1) permit, in certain circumstances, an issuer to engage in general solicitation and general advertising in...more
Until recently, U.S. offerors and others had to make offerings of EB-5 project investments solely offshore in order to benefit from Regulation S, an exclusion from registration requirements. The offerors had to exclude...more
Privately held operating company issuers (as distinguished from private funds) should plan ahead if they intend to use general solicitation for Rule 506(c) offerings after September 23, 2013. Here are just a few...more
At its July open meeting, the Securities Exchange Commission (SEC) approved a rule proposal to amend Rule 506 of Regulation D and Rule 144A under the Securities Act of 1933 (the Securities Act)....more
As widely reported, the Securities and Exchange Commission (SEC) approved a final rule effective Sept. 23, 2013, that prohibits a fund relying on the vital Regulation D/Rule 506 exemption from SEC registration if the issuer...more
Several of our discussions have mentioned the SEC’s delay in adopting final implementing regulations under the JOBS Act of 2012, however, on September 23, 2013 a few new JOBS Act regulations will become effective to implement...more
As required by the Dodd-Frank Act, the SEC on July 10, 2013, adopted final Rule 506(d) to "disqualify felons and other bad actors" from Regulation D private offerings. New Rule 506(d) identifies persons and triggering events...more
Background - On April 5, 2012, President Obama signed the Jumpstart Our Business Startups Act (the “JOBS Act”) into law. The JOBS Act is intended to “increase American job creation and economic growth by improving...more
Every Rule Must Play It’s Part, But This Part Is A Sad One - There is much to dislike in the SEC’s recent “bad actor” rule amendments. While Congress conceived the idea of disqualifying bad actors (Section 926 of the...more
As forecast, there is no shortage of law firm memos describing Regulation D changes, including the final rules eliminating the general solicitation ban (here) and prohibiting "bad actor" participation (here) and the proposed...more
New regulations approved by the Securities and Exchange Commission (SEC) in July 2013 give companies greater freedom to communicate with potential investors in certain private securities offerings, creating both new...more
On July 10, 2013, the Securities and Exchange Commission (SEC) eliminated the restriction on general solicitation and general advertising in certain private placements, providing increased flexibility for marketing and other...more
So you want to jump into the fray and take advantage of the new opportunities created by the JOBS Act’s elimination of the ban on general advertising of private placements?...more
The Securities and Exchange Commission (“SEC”) recently took action to implement certain provisions of the Jumpstart Our Business Startups Act (“JOBS Act”) and the Dodd-Frank Wall Street Reform and Consumer Protection Act...more
By way of background, pursuant to Section 5 of the Securities Act of 1933 (Securities Act) and state securities laws, any offer and sale of a security must be registered with the Securities and Exchange Commission (SEC) and...more
When the JOBS Act was passed in the spring of 2012, all the “buzz” was about the imminent advent of “Crowdfunding.” But as legal practitioners, business persons, and pundits looked closer at the details under the Crowdfunding...more
In This Issue: - Covered Persons - Disqualifying Events - The Pre-Effectiveness Event Exclusion - Waivers and Exclusions - Ramifications of Rule 506 Disqualification - Excerpt from Covered...more
On July 10, 2013, the SEC substantially changed the rules for conducting unregistered offerings in reliance on Rule 506 of Regulation D by: - Lifting the ban on general solicitation and advertising in offerings where...more
The final rules for eliminating the prohibition against general solicitation and general advertising in Rule 506 offerings will become effective on September 23, 2013, which is 60 days after the July 24, 2013 date they were...more
On July 10, 2013, the Securities and Exchange Commission (“SEC”) approved by a vote of 4-1 final rules that eliminate the prohibition against general solicitation and advertising in certain private offerings of securities. ...more