Securities & Exchange Commission Regulation D

The United States Securities and Exchange Commission was created in 1934 in response to the Great Stock Market Crash of 1929. The Commission was created to protect investors, ensure fairness in the market, and... more +
The United States Securities and Exchange Commission was created in 1934 in response to the Great Stock Market Crash of 1929. The Commission was created to protect investors, ensure fairness in the market, and encourage capital formation. The Commission is headed by five presidentially-appointed Commissioners who oversee the Commission’s five divisions: Division of Corporation Finance, Division of Trading and Markets, Division of Enforcement, Division of Investment Management, and the Division of Risk, Strategy and Financial Information.  less -
News & Analysis as of

SEC Considers Updating the Accredited Investor Definition

The accredited investor (AI) definition is an extremely important component of the private placement market. A significant amount of capital is raised using Regulation D, and accredited investors participated in 89 percent of...more

The Alphabet Soup of Raising Capital: Regulation A or Regulation D — What Would You Prefer?

On June 19, 2015, amended Regulation A recently adopted by the SEC will become effective. The new Regulation A, mandated by the JOBS Act and often dubbed as Regulation A+, is a significant improvement over the old Regulation...more

Orrick's Financial Industry Week in Review

ICMA Issues Updated Legal Opinions On GMRA - On April 9, the International Capital Market Association (ICMA) published the 2015 legal opinions on the Global Master Repurchase Agreement (GMRA), the principal standard...more

The New "Reg A+" Opens Doors For Private Companies To Raise Capital

On March 25, 2015, the Securities and Exchange Commission approved the final rules to adopt amendments to Regulation A, which will go into effect 60 days after the rules are published in the Federal Register....more

The SEC on Capital Formation: Graded Incomplete – Commissioner Gallagher

Last year the IPO market was overheating – a record number of initial offerings were conducted. Nevertheless, SEC Commissioner Daniel Gallagher gives the SEC a grade of “incomplete” in the area of capital formation in recent...more

Peer-to-Peer Lending Platforms: Securities Law Considerations

Peer-to-peer lending platforms, as their name suggests, allow borrowers to use a web-based platform to borrow money funded by other platform users rather than using the more traditional route of borrowing directly from a bank...more

"Corporate Finance Alert: SEC Adopts Regulation A+ to Provide New Exemption for Smaller Capital-Raising Transactions"

On March 25, 2015, the U.S. Securities and Exchange Commission (SEC) adopted the final rules for the new Regulation A+ exemption, which will permit eligible issuers to conduct securities offerings of up to $50 million without...more

“A” is For Approved: SEC Finalizes Regulation A+, the Small Offering Exemption

Securities lawyers had a “first time in forever” moment on March 25, when the U.S. Securities and Exchange Commission (SEC) voted to approve landmark reforms to its Regulation A, the so-called (and until now little-used)...more

SEC Adopts Final Rules Expanding Regulation A, Providing a New Option for Offerings Under $50 Million

On March 25, 2015, the SEC formally adopted its final rule amendments governing the expansion of registration exemptions for public offerings of $50 million or less in any 12-month period under Regulation A of the Securities...more

SEC Issues Guidance Regarding Standards Applicable to Waivers of Disqualification under Regulation A and Rules 505 and 506 of...

The disqualification provisions of Rules 262 and 505 under the Securities Act make the exemptions from registration under Regulation A and Rule 505 of Regulation D unavailable for an offering if, among other things, an...more

Orrick's Financial Industry Week in Review

European Commission Unveils Tax Transparency Package - The European Commission has laid out its plans in a new Tax Transparency Package to clamp down on tax deals made between EU governments and multi-national...more

The Financial Report - Volume 4, No. 6 • March 2015 (Global)

OSC Investor Advisory Panel annual report. The Ontario Securities Commission (OSC) Investor Advisory Panel submitted its 2013-14 annual report. The report summarizes the Panel’s current activities and priorities as well...more

Financial Services Weekly News Roundup - March 2015 #3

SEC Focus on Disqualification Waivers. When negotiating a settlement of an SEC enforcement action against a registered financial services firm – or one that hopes one day to become registered – it is vital to consider the...more

The Disqualification Provisions and the SEC’s Use of Wavers

One key debate regarding current SEC enforcement policy centers on the application of the so-called “bad actor” provisions. Previously the Commissioners split over the nature, use and application of those provisions. ...more

SEC Advised to “Do No Harm” to Accredited Investor Definition

At its meeting on March 4, the SEC’s Advisory Committee on Small and Emerging Companies approved its rather limited recommendations to update the definition of “accredited investor” as it applies to natural persons as found...more

Private Equity Fund Managers: Annual Compliance Reminders and New Developments

A summary of a private equity firm’s compliance obligations, a discussion of notable developments in 2014 and highlights of the SEC’s examination priorities for 2015. US federal laws and regulations, as well as the...more

Toward a Transactional Exemption for Emerging Company Investments

In “Bringing the Individual Accredited Investor Definition into the 21st Century,” which was posted on December 18th of last year, it was suggested that there might be certain common venture capital transactional structures...more

Bad Actor Waivers and Conditions – The Controversy Continues

In a prior blog we discussed a Regulation D bad actor waiver granted to Oppenheimer & Co. that imposed conditions on the receipt of the waiver. The waiver provided “Oppenheimer will comply with the conditions stated in its...more

Massachusetts Adopts Intrastate Crowdfunding Rules, Effective Immediately

The Massachusetts Securities Division has recently joined a number of other states in adopting a “crowdfunding” exemption from securities registration requirements for certain offerings made within the Commonwealth, with the...more

SEC Proposes New Exchange Act Registration Thresholds and Changes to Certain “Held of Record” Definitions

On December 18, 2014, the Securities and Exchange Commission proposed new rules regarding the thresholds at which issuers may become reporting companies under Section 12(g) of the Securities Exchange Act of 1934, as amended...more

SEC Sets October 2015 Target Date for Certain Dodd-Frank and JOBS Act Rulemaking

The Securities and Exchange Commission recently published its agenda with respect to upcoming rulemaking, including rulemaking contemplated by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) and...more

2014 SEC Government-Business Forum on Small Business Capital Formation Considers Adding Qualitative Requirements to the Standards...

On Thursday, November 20th, the 2014 SEC Government-Business Forum on Small Business Capital Formation met at the SEC headquarters in Washington, D.C. The forum was attended by SEC Chairwoman Mary Jo White, Commissioner...more

SEC Commissioners on Capital Formation

Recently, various SEC Commissioners, including Commissioner Stein and Commissioner Gallagher, have addressed issues related to capital formation in their public remarks. At a Los Angeles County Bar Association...more

Crowdfunding Disclaimers Aren’t Adequate to Avoid Liability under U.S. Securities Laws

Warning to non-United States equity crowdfunding sites: it’s not enough to warn that offerings are not being made to United States residents. Your procedures must verify that investors are not United States residents. On...more

A Compilation of Enforcement and Non-Enforcement Actions

Non-Enforcement - Assets Under Management by Registered Investment Advisers Have Increased Substantially - Will “Accredited Investor” Definition Be Changed? - Excessive Fee Case Withstands Dismissal -...more

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