Corporate & Financial Weekly Digest - Volume X, Issue 31

Katten Muchin Rosenman LLP

SEC Division of Corporate Finance Issues New CD&Is Relating to General Solicitation and Regulation D -

On August 6, the Staff of the Division of Corporate Finance of the Securities and Exchange Commission (Staff) released new Compliance and Disclosure Interpretations (C&DIs) relating to “general solicitation” under Rule 502(c) of the Securities Act of 1933, including guidance as to the Staff’s position that a pre-existing, substantive relationship by an issuer or its agent with an investor is evidence that the offer and sale of securities to such investor did not involve a general solicitation. The new C&DIs also provide guidance relating to Form D (the form filed in connection with a Regulation D offering).

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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