JOBS Act Implementation Regulations
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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