JOBS Act Implementation Regulations
On March 15, 2021, at long last, the Securities and Exchange Commission (“SEC”)’s proposed amendments to the private offering rules (a process which began in June 2019 via a concept release) are anticipated to go into effect....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
On August 26, 2020, the Securities and Exchange Commission (SEC) adopted amendments to expand the definition of “accredited investor” in Rule 215 and Rule 501(a) of Regulation D promulgated under the Securities Act of 1933,...more
On Aug. 26, 2020, the Securities and Exchange Commission (SEC) announced amendments to the definitions of “accredited investor” and “qualified institutional buyer” (QIBs) to expand the universe of investors who are eligible...more
The Securities and Exchange Commission is proposing to expand the definition of “accredited investor” to include additional entities that could bear the economic risks of investment and certain financially sophisticated...more
On December 18, 2019, the Securities and the Exchange Commission (the “SEC” or the “Commission”) published its proposal to amend the accredited investor definition set forth in Rule 501(a) of Regulation D under the Securities...more
In June 2019, the Securities and Exchange Commission (the SEC) published a concept release (the Concept Release) that sought public comment on how to improve the framework for private securities offerings under the Securities...more
Editor's Note - Potential CFPB Reform in the Wake of the Election. The November 16 edition of the Roundup indicated that the Financial CHOICE Act (Act) may be a blueprint for legal changes affecting the financial...more
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
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
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
During the American Bar Association’s Business Law Section Fall Meeting, the Federal Regulation of Securities Committee hosted a dialogue with the Director of the SEC’s Division of Corporation Finance, Keith Higgins. Mr....more
On September 23, 2013, new Securities and Exchange Commission rules took effect that: - Eliminate the prohibition against general solicitation and general advertising in private offerings made in reliance on Rule 506...more
On July 10, 2013, the Securities and Exchange Commission (“SEC”) adopted rules to eliminate the prohibition against general solicitation and general advertising in certain securities offerings under Rule 506 of Regulation D...more
I’ve devoted several blog posts to the multifarious problems engendered by the SEC’s new “bad actor” disqualification provisions. I’ve done so because Rule 506(d) is so poorly drafted that, like the annals of Volusius, its...more
Shortly after the Securities and Exchange Commission (SEC) adopted the final rule relaxing the prohibition against general solicitation in connection with offerings made pursuant to new Rule 506(c) and Rule 144A, we provided...more
The SEC reopened the comment period on its proposal to create additional reporting and disclosure obligations with respect to private offerings in reliance on Regulation D, including the new Rule 506(c) offerings under which...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 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
The SEC’s Jumpstart Our Business Startups Act rule eliminating the ban on advertising private offerings by hedge funds, buyout firms, and startups will be lifted and this article looks at how these SEC rule changes could...more
On July 10, 2013, the Securities and Exchange Commission (SEC) approved new rules that, beginning September 23, 2013, will under specified circumstances eliminate the bans on “general solicitation and general advertising”...more
When enacted on April 5, 2012, Title II of the Jumpstart Our Business Startups Act of 2012 (JOBS Act) endeavored to lift the long-standing ban on general solicitation and advertising for private securities offerings under...more