News & Analysis as of

Rule 506 Offerings The Jump-Start Our Business Start-Ups Act

Initial Results Validate Crowdfunding Reforms

by Ward and Smith, P.A. on

Beginning in 2012 America started a bold experiment to prove that: Less is more; and, Addition by subtraction works. The experiment tested whether reducing government regulation would produce better...more

The JOBS Act And The Convergence Of Private And Public Sales Under The UCC

by Allen Matkins on

Section 9610(b) of the California Commercial Code provides that if commercially reasonable, a secured party may dispose of collateral by public or private proceedings, by one or more contracts, as a unit or in parcels, and at...more

Practice Pointers on Navigating the Securities Act’s Prohibition on General Solicitation and General Advertising

by Morrison & Foerster LLP on

The Jumpstart Our Business Startups Act (the “JOBS Act”) included a measure directing the Securities and Exchange Commission (the “SEC” or “Commission”) to relax the prohibition against general solicitation and general...more

Summary and Discussion of Chair White's Speech Regarding SEC Regulation

by Dechert LLP on

Highlights: - The SEC plans to develop a proactive and agile regulatory framework through which it can anticipate issues and address them proactively, even as the capital markets continue to undergo rapid change. -...more

Crowdfunding Regulations

by Pepper Hamilton LLP on

On October 30, 2015, the Securities and Exchange Commission (SEC) adopted final crowdfunding rules. More than two years after the publication of the proposed crowdfunding rules, the SEC approved regulations that permit...more

“Building a Dynamic Framework for Offering Reform”

At today’s PLI Securities Regulation Institute conference, SEC Chair White delivered the keynote address. In her speech, Chair White addressed a broad range of topics. She noted the successes of securities offering reform as...more

General Solicitation of Investors for Your Financing: Rule 506(c) of Regulation D

Previously, we discussed a startup’s most important tool for selling debt or equity securities in compliance with the Securities Act of 1933, as amended: Rule 506(b) of Regulation D. This rule is critically important to...more

SEC Advisory Committee Recommends Additional Clarity Regarding So-Called “Finders”

by Seyfarth Shaw LLP on

The Securities and Exchange Commission ("SEC") Advisory Committee on Small and Emerging Companies ("Advisory Committee") announced new recommendations to make it easier for small and emerging companies to raise capital using...more

Crowdfunding and Real Estate Development

by Sands Anderson PC on

The real estate development market continues to open up to crowdfunding, and the changes to capital raising for real estate projects could be significant if only a small portion of the potential of these new methods take...more

Citizen.VC No Action Letter: Clarity and Guidance for Conducting a Private Placement Online

by Mintz Levin on

The SEC has recently provided clarity as to how an issuer of securities can conduct a private placement in a password protected web page under Rule 506(b), without it being deemed a “general solicitation” and thereby being...more

It’s Not Crowdfunding!

Since the Regulation A+ effective date last month, a number of websites have emerged that promote “Regulation A+ crowdfunding” contributing even further to the confusion in the market regarding...more

“Notable By Their Absence: Finders And Other Financial Intermediaries In Small Business Capital Formation”

Small businesses are often regarded as the catalyst for economic growth in the United States. Small businesses account for the creation of two-thirds of all new jobs, and are the incubators of innovation. The majority of...more

SEC Radically Revamps Regulation A - Part 2

by Foley Hoag LLP on

Contents of Offering Statement - For many years, SEC Regulation A languished as an exemption from registration that nobody really used. Although securities issued in a Regulation A offering are not “restricted...more

"Corporate Finance Alert: SEC Adopts Regulation A+ to Provide New Exemption for Smaller Capital-Raising Transactions"

On March 25, 2015, the U.S. Securities and Exchange Commission (SEC) adopted the final rules for the new Regulation A+ exemption, which will permit eligible issuers to conduct securities offerings of up to $50 million without...more

SEC Adopts Final Rules Expanding Regulation A, Providing a New Option for Offerings Under $50 Million

by Jackson Walker on

On March 25, 2015, the SEC formally adopted its final rule amendments governing the expansion of registration exemptions for public offerings of $50 million or less in any 12-month period under Regulation A of the Securities...more

A Closer Look at Regulation D: OfferBoard Finds Rule 506(c) Offerings Have Lowest Percentage of Funds Committed at Time of Filing;...

In “Equity Crowdfunding Under Title II of the JOBS Act: The First Year,” OfferBoard reveals many interesting findings regarding offerings under Regulation D. The white paper finds that offerings under Rule 506(c) of Reg. D...more

Notification Requirement for Firms Claiming Compliance with the Global Investment Performance Standards (GIPS)

by K&L Gates LLP on

The GIPS Executive Committee has approved a new requirement, effective January 1, 2015, that any firm claiming compliance with GIPS must annually notify the CFA Institute of such claim by June 30. Each GIPS-compliant firm...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 Grants Exemptive Relief to Private Fund Managers: General Solicitation Conditionally Permitted

by Pepper Hamilton LLP on

The JOBS Act and the regulations thereunder (which went effective on September 23, 2013) applies to private issuers – including hedge funds and private equity funds – that want to make general solicitations within the context...more

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)

by Foley Hoag LLP on

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

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

In Case You Missed It - Interesting Items for Corporate Counsel

by Stoel Rives LLP on

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

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