News & Analysis as of

Securities Act of 1933 › Private Placements

The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better... more +
The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better access to material information prior to investing 2) ensure that transactions are not based on fraud. In order to effectuate its dual goals, the Act requires that any offer or sale of securities is registered with the SEC. less -
Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2024 Edition

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Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

Whitman Legal Solutions, LLC

Rule 506 Offerings Continue to be Popular with Real Estate Companies

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Like an accordionist, real estate sponsors often seek to be innovative. Cutting-edge opportunities like crowdfunding and online selling platforms call to them. However, based on statistics from the Securities and Exchange...more

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2023 Edition

Latham & Watkins LLP on

Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

Mayer Brown Free Writings + Perspectives

FINRA Releases Updated Guidance for Members Conducting Private Placements

Mayer Brown Free Writings + Perspectives on

On May 9, 2023, the Financial Industry Regulatory Authority, Inc. (“FINRA”) issued Regulatory Notice 23-08 (the “Notice”), which provides supplemental and updated guidance for members conducting private placements pursuant to...more

Bressler, Amery & Ross, P.C.

Private Placement Offerings are on the Rise — Know your Obligations; FINRA Notice 23-08

Bressler, Amery & Ross, P.C. on

On May 9, 2023, FINRA issued Regulatory Notice 23-08 (the “Notice”) to remind members of their obligations when selling private placements (i.e., unregistered securities sold pursuant to safe harbors of the Securities Act of...more

Latham & Watkins LLP

The Latham Global IPO Guide - 2023 Edition

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This is our global initial public offering guide. It will help you navigate the US portion of a global IPO – in other words, an IPO in which you sell locally listed ordinary shares to investors outside the United States under...more

Amundsen Davis LLC

Private Placement – State and Federal Law Considerations

Amundsen Davis LLC on

Private placements can be a great resource for companies to raise capital in the current economic environment. They are cost effective in comparison to public offerings and provide greater decision-making latitude to current...more

King & Spalding

Considerations for Hybrid Rule 144A and 4(a)(2) Transactions

King & Spalding on

Sophisticated investors in structured finance products are increasingly demonstrating an interest in entering the market via direct private placements pursuant to Section 4(a)(2) of the Securities Act of 1933, either in...more

Dorsey & Whitney LLP

Raising U.S. Funds Under Canada’s New “Listed Issuer Financing Exemption”

Dorsey & Whitney LLP on

​​​​​​​As many of our readers will have heard, the Canadian Securities Administrators (“CSA”) has announced the adoption of a new prospectus exemption for certain reporting issuers listed on a Canadian stock exchange (the...more

Latham & Watkins LLP

The Latham Global IPO Guide - 2021 Edition

Latham & Watkins LLP on

This is our global initial public offering guide. It will help you navigate the US portion of a global IPO – in other words, an IPO in which you sell locally listed ordinary shares to investors outside the United States under...more

Husch Blackwell LLP

Modernizing The Private Placement Framework: A Summary Of Recent SEC Rulemaking

Husch Blackwell LLP on

The Securities and Exchange Commission (SEC) recently published extensive rules aimed toward modernizing aspects of the private placement framework of the federal securities laws. On January 14, 2021, the Final Rules were...more

Whitman Legal Solutions, LLC

Simplified Rule 506(c) Investor Verification Takes Effect March 15

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Although few might think of securities laws as “simple,” sometimes, laws are more complicated than necessary. That has been the case with accredited investor verification under Rule 506(c). But that will change when a new...more

Manatt, Phelps & Phillips, LLP

New York Drags Its Securities Filings Into the 21st Century

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New rules will simplify the notice filing process for private placements by requiring filings be made on a Form D via the North American Securities Administrators Association multistate Electronic Filing Depository,...more

Troutman Pepper

New York Attorney General Issues Guidance Clarifying Filing Requirements for Regulation D Private Placements

Troutman Pepper on

On December 1, the New York attorney general issued guidance that issuers selling “covered securities” must provide notice through the Electronic Filing Depository (EFD) of the North American Association of Securities...more

Mintz - Energy & Sustainability Viewpoints

New York Guidance on Mandatory Filing of Form D

Mintz - Energy & Sustainability Viewpoints on

On December 1, 2020, New York Attorney General Letitia James issued guidance regarding, among other things, securities issued to New York residents in private placements made pursuant to Regulation D, Rule 506 under the...more

Manatt, Phelps & Phillips, LLP

Raising Capital Through Private Placements: Rule 506(b) vs. Rule 506(c) Offerings

Manatt, Phelps & Phillips, LLP on

Startups, and particularly first-time founders, typically find that raising funds is a significant, challenging and time-consuming process. There are many ways a founder can secure funding, including crowdfunding,...more

Jones Day

SEC Expands Accredited Investor and Qualified Institutional Buyer Categories

Jones Day on

The Situation: The term "accredited investor" under the Securities Act of 1933 ("Securities Act") is used to establish the eligibility of investors to participate in offerings conducted under the most frequently used private...more

Akin Gump Strauss Hauer & Feld LLP

SEC Revises Accredited Investor Standard

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- Amendments to the "accredited investor" definition expand the categories of persons eligible to participate in private placements under Regulation D to include (i) individuals with certain professional licenses (Series 7,...more

Neal, Gerber & Eisenberg LLP

New Accredited Investor Rules Will Expand Eligibility for Private Fund Investments

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On August 26, 2020, the SEC adopted several changes to expand the definition of an “accredited investor.” For the first time, a new category will enable natural persons to qualify as accredited investors based upon their...more

Allen Matkins

Securities & Exchange Commission Modernizes The Definition Of "Accredited Investor"

Allen Matkins on

On August 26, 2020, the Securities and Exchange Commission (the SEC) adopted modernizing amendments to the definition of “accredited investor” in Rule 501(a) of Regulation D (Rule 501(a)) to add new categories of qualifying...more

Buchalter

SEC Amends Definition of Accredited Investor

Buchalter on

On August 26, 2020, the Securities and Exchange Commission (SEC) adopted long anticipated amendments to the “accredited investor” definition. The SEC said that the amendments are intended to update and improve the definition...more

Latham & Watkins LLP

The Latham & Watkins Global IPO Guide - 2020 Edition

Latham & Watkins LLP on

This is our global initial public offering guide. It will help you navigate the US portion of a global IPO – in other words, an IPO in which you sell locally listed ordinary shares to investors outside the United States under...more

Jones Day

Liability Management During COVID-19: Considerations for Latin American Issuers

Jones Day on

The Situation: Effects from the COVID-19 global pandemic continue to impact adversely the operations and financial results of Latin American issuers. The Opportunity: In the current environment, Latin American issuers with...more

Burns & Levinson LLP

Raising Capital: Overview of Exemptions to Registration of Securities in Private Placements

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These are uncertain times. Even before the world-wide COVID-19 pandemic, companies seeking to raise capital in the cannabis industry were facing challenges. However, some experts and insiders I’m hearing from are bullishly...more

Whitman Legal Solutions, LLC

SEC Proposes New Accredited Investor Rule

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Access to invest in private placement securities reminds me of All-State Orchestra. Private placements provide unique investment opportunities that can help investors diversify their portfolios. Yet, most private placements...more

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