News & Analysis as of

Recent SEC Interpretations Facilitate Intrastate Crowdfunding

The SEC has recently issued interpretations regarding Rule 147. This rule provides a safe harbor under Section 3(a)(11) of the Securities Act of 1933, as amended, which exempts from federal registration securities offered...more

Is Your Purchaser Accredited? Clarifications from the SEC

Under Rule 506(c), companies can now engage in a general solicitation in conducting private placements but if they do so, they must verify that each purchaser is accredited. The SEC has provided some safe harbors for...more

SEC Issues Interpretive Advice About Verification Safe Harbors Under Rule 506(c)

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 Provides New C&DIs on Verifying Accredited Investor Status

In early July, the Securities and Exchange Commission’s (SEC) Division of Corporation Finance issued several new interpretations (at 255.48-49 and 260.35-38) (C&DI) relating to the verification of “accredited investor” status...more

A+ Indeed: The SEC’s Proposed Rules Amending Reg A

Overview - Yesterday, December 18, 2013, the SEC released proposed rules to carry out the rulemaking mandate of Title IV of the JOBS Act. The proposed rules both retain and modernize the current framework of Regulation...more

SEC Issues Guidance on Bad Actor Rules

On December 4, 2013, the Division of Corporation Finance (the “Division”) of the U.S. Securities and Exchange Commission (the “SEC”) issued new Compliance and Disclosure Interpretations (“CDIs”) concerning the recently...more

Integration Issues Under The JOBS Act

The integration doctrine must be considered when an issuer conducts multiple offerings in a short period of time. If applicable, multiple offerings are collapsed to determine if a safe harbor or exemption still applied. ...more

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

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

Private Equity Newsletter - Autumn 2013 Edition: SEC Permits General Solicitation and General Advertising in Private Placement...

Most private equity funds that are subject to the U.S. securities laws have relied on Rule 506(b), a safe harbor under Section 4(a)(2) of the Securities Act of 1933 (Securities Act), in forming funds and soliciting investors....more

"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

The Ropes Recap: Mergers & Acquisitions Law News

In this issue: - News from the Courts - Delaware Legislative Update - Notable Deals - News from the SEC - London Update - Asia Update - Deal Stat Snapshot -...more

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

Privacy Monday – July 29, 2013

Privacy goofs, gaffes and tidbits for the last Monday in July — NSA Surveillance Causes More Grief –Germany Calls for a Stop to Safe Harbor: Time for Binding Corporate Rules? According to news sources the...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

SEC Adopts Rules Permitting General Solicitation and Advertising in Private Placements

On July 10, 2013, the Securities and Exchange Commission (SEC) adopted amendments to its private offering safe harbors to implement Section 201(a) of the Jumpstart Our Business Startups (JOBS) Act. In a 4-1 vote, the SEC...more

Trouble Brewing for 10b5-1 Trading Plans

Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, is intended to provide a safe harbor from insider trading liability for corporate insiders who trade their company’s stock pursuant to certain...more

New Freedoms & Heightened Scrutiny Complicate the US Private Fund Marketing Environment

Originally published in CorporateLiveWire on February 21, 2013. The last few years have witnessed tectonic shifts in U.S. laws and regulations that effect the management and operations of hedge funds, private equity...more

Safe Harbors and Gifts, Meals, Travel, and Entertainment Expenses

Companies often get “hung up” on paying for gifts, meals, travel and entertainment expenses. There are risks in this area but it most cases the risks are overblown. I am not saying that companies should ignore the issue but...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

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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