News & Analysis as of

New SEC rules on solicitation

On July 10, the SEC adopted rules eliminating the prohibition against general solicitation in securities offerings under Rule 506 of Regulation D under the Securities Act of 1933. These rules, effective Sept. 23, permit...more

SEC Issues Final Rules Implementing Provisions under the JOBS Act and Dodd-Frank: Prohibition on General Solicitation and...

On July 10, 2013, the Securities and Exchange Commission (Commission), issued final rules implementing provisions of the Jumpstart our Business Startups Act (JOBS Act) and the Dodd-Frank Wall Street Reform and Consumer...more

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

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

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

JOBS Act Update - SEC Proposed Rules for "Private Offerings" with Advertising Draw Fire

Regulation D offerings are a very important part of capital formation. In recent years, annual proceeds from Regulation D private offerings have totaled almost $1 trillion, approximately equal to the proceeds from all SEC...more

Keeping Two Offerings from Being One Illegal One – Bruce E. Methven

If a company makes two securities offerings too close together, the securities regulators may consider the two offerings “integrated”, meaning two parts of a single offering. That can violate the requirements of the...more

Dodd-Frank Reform Bill May Put a Damper on Private Placements

Two little-noted provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), enacted on July 21, have the potential to make less attractive a "safe harbor" exemption for private...more

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