News & Analysis as of

Rule 506 Offerings Securities Act of 1933 Bad Actors

Ward and Smith, P.A.

FAQ: What Businesses Need to Know About Investment Crowdfunding

Ward and Smith, P.A. on

What is Crowdfunding? Crowdfunding is a marketing tool that businesses use to obtain capital from a large number of individuals, typically over the Internet....more

Dechert LLP

Private Equity Newsletter - Winter 2014 Edition: SEC Approves Final Rules that Disqualify “Bad Actors” from Using Rule 506 to...

Dechert LLP on

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

K&L Gates LLP

SEC Issues Rule Proposals to Amend Regulation A

K&L Gates LLP on

On December 18, 2013, the U.S. Securities and Exchange Commission (“SEC”) issued rule proposals to amend Regulation A, implementing an important part of Title IV of the Jumpstart Our Business Startups Act of 2012 (the “JOBS...more

Katten Muchin Rosenman LLP

SEC Division of Corporation Finance Issues Five Additional C&DIs Relating to “Bad Actor” Rule

On January 3, the Securities and Exchange Commission’s Division of Corporation Finance issued five new Compliance and Disclosure Interpretations (C&DIs) with respect to Rule 506 under the Securities Act of 1933 (Securities...more

Akin Gump Strauss Hauer & Feld LLP

New C&DIs Regarding ‘Bad Actor’ Beneficial Ownership (Rule 506)

The staff of the SEC's Division of Corporation Finance recently published additional "Compliance and Disclosure Interpretations", starting at 260.28, relating to the bad actor disqualification in Rule 506 under the Securities...more

Dechert LLP

The recently finalized "Bad Actor" rules and their applicability to CLO transactions

Dechert LLP on

Section 926(1) of the Dodd-Frank Act required the Securities and Exchange Commission (“SEC”) to adopt rules that disqualify securities offerings involving certain felons and other “bad actors” from reliance on Rule 506 under...more

Latham & Watkins LLP

New Regulation D General Solicitation and “Bad Actor” Disqualification: Considerations for Private Funds

Latham & Watkins LLP on

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

Skadden, Arps, Slate, Meagher & Flom LLP

"Corporate Finance Alert: Changing the Private Placement Playbook – General Solicitation and General Advertising Now Permitted for...

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

Allen Matkins

SEC’s Bad Actor Rules Roil Opinion Practice

Allen Matkins on

The SEC’s bad actor rules are causing a great deal of consternation amongst lawyers who are being asked to give opinions that the offer and sale of securities do not require registration under the Securities Act of 1933. ...more

Troutman Pepper

SEC Gets Tough On Bad Actors

Troutman Pepper on

New Securities and Exchange Commission (SEC) Rule 506(d), which is set to take effect September 23, 2013, disqualifies securities offerings from reliance on the private placement exemption of Rule 506 of the Securities Act of...more

Skadden, Arps, Slate, Meagher & Flom LLP

Shout It From the Rooftops! SEC Removes Ban on General Solicitation and Advertising for Certain Private Placements

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

Greenberg Glusker LLP

New SEC Rules

Greenberg Glusker LLP on

On July 10, 2013, the Securities and Exchange Commission: Approved final rules eliminating the prohibition against general solicitation and general advertising in connection with certain private offers and sales of...more

Morrison & Foerster LLP - JOBS Act

SEC Rule 506 Amendments and Blue Sky

The Securities and Exchange Commission took some long-awaited action in the area of private offerings at its open meeting on July 10, 2013. The Commission issued two releases adopting final rules (i) to eliminate the...more

Burns & Levinson LLP

Securities Law Update - SEC Amends Rules on Advertising, Solicitation and "Bad Actors" for Certain Private Offerings and Proposes...

Burns & Levinson LLP on

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

Patterson Belknap Webb & Tyler LLP

SEC Adopts JOBS Act Private Placement Provisions: Lifts Ban on General Solicitation and Advertising in Private Placements

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

Dechert LLP

SEC Approves Final Rules that (1) Permit General Solicitation and General Advertising in Rule 506 and Rule 144A Offerings and (2)...

Dechert LLP on

The SEC has amended 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

Akin Gump Strauss Hauer & Feld LLP

SEC Permits General Solicitation but Proposes Significant Impediments to its Use

On July 10, 2013, the Securities and Exchange Commission (SEC) adopted amendments to its safe harbor rule for private placements of securities, Rule 506 of Regulation D under the Securities Act of 1933 (the “Securities Act”)....more

McDermott Will & Emery

SEC Approves Changes to Private Offering Rules and Adopts New “Bad Actor” Prohibitions; Proposes Additional Changes to Better...

McDermott Will & Emery on

On July 10, 2013, the U.S. Securities and Exchange Commission (SEC) approved changes to Rule 506 of Regulation D under the Securities Act of 1933 to implement the elimination, mandated by the Jumpstart Our Business Startups...more

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