SEC Publishes Concept Release on Harmonization of Securities Offering Exemptions; Comment Deadline Approaching

Dechert LLP

Dechert LLP

The U.S. Securities and Exchange Commission published a concept release on June 18, 2019 (Release), seeking public comment “on ways to simplify, harmonize, and improve” the framework for exemptions from registration under the Securities Act of 1933, in order to promote capital formation while protecting investors.1 Comments are due by September 24, 2019.

According to the Release, Congressional acts2 and SEC rules have altered the exempt offering framework over time, causing “gaps and complexities” as well as confusion, and the SEC believes this framework could benefit from a comprehensive review. The Release discusses the exemptions’ legal framework and related “broad topics,” including: the “accredited investor” definition; application of an integration analysis to exempt offerings; ability of pooled investment funds to participate in exempt offerings; and regulation of the secondary trading market in exempt offerings. The Release will be of interest to issuers, investors and market participants, and is divided into self-contained sections that each explain the current laws and rules and then request comments thereon.

The Release indicates that private offerings are significant because the amount “raised in exempt offerings is always larger than the amount raised in registered offerings,” based on SEC staff (Staff) calculations of data collected from 2009-2018 regulatory filings. Given the relative importance of exempt offerings, the Release focuses on the structure of the primary market for exempt offerings, and includes consideration of whether a correct balance has been reached between the ability to raise capital and provide access to investors on the one hand, and investor protection on the other. The Release also notes that secondary markets for private resales are widely available to facilitate the exchange of information and securities at a low cost, and improving liquidity in such markets could enhance investment opportunities for more investors.


The Securities Act requires that every offer and sale of securities must be registered with the SEC unless an exemption from registration is available.3 Registration is intended to facilitate the disclosure of material information to investors. However, when there is no need for such disclosure or only a remote public benefit, Congress has recognized exemptions to the registration requirements and authorizes the SEC to adopt additional exemptions.4 Certain classes of securities, as well as types of transactions, are exempted from the Securities Act registration requirements, pursuant to Sections 3 and 4, respectively. However, the exempt offering also must comply with certain requirements, protections and other conditions in accordance with the statutory exemption or SEC rules, including (among other matters): the amount raised in the offering; manner of solicitation and advertising; permitted purchasers and limits on the amounts they may invest; and disclosures to be filed with the SEC or otherwise provided to investors.

Concept Release

The Release provides an overview of the exempt offering framework, and considers whether limiting investors (or the amounts they can invest) provides appropriate protection while allowing access to such exempt offerings. The Release also discusses when exempt offerings should be integrated with each other (or with registered offerings), as well as whether and how issuers can transition between exempt offerings or from an exempt offering to a public offering. Further, the Release considers whether it would be appropriate to “expand issuers’ ability to raise capital through pooled investment funds,” as well as any resulting impact on retail investors. The Release concludes with an overview of secondary trading of securities that were initially issued in exempt offerings, and considers whether revisions to the resale exemptions would improve liquidity in the secondary market.

Current Exempt Offerings Framework

The Release notes that the exempt offerings “were not adopted as part of one cohesive regulatory scheme.” However, a focus on the nature of the investor “extends throughout the current exempt offering framework.” This investor-centric regime creates a scale where sales to accredited investors have the fewest conditions applied to an offering, while “an assortment of disclosure requirements, offering and investment limits, and other conditions meant to mitigate the risk of not having the traditional protections of registration under the Securities Act” apply to offerings where investors do not meet such wealth and sophistication thresholds. While the market for exempt offerings has grown, the Release concludes it is not surprising that non-accredited investors have “limited access to unregistered offerings.”

The Release requests comment on hundreds of questions, including the following:

  • Current framework: reducing the number of exemptions (e.g., more limited in number, focus on the investor and offering size) or regulating the sale (and not the offer); and considering any impact of changes on types of issuers (e.g., certain stages of growth, industries, geographic region, minority-led) or the public markets.
  • Current exemptions: introducing exemptions conditioned on “the involvement of a registered intermediary” (e.g., broker-dealer, registered funding portal) or “particular characteristics of the issuer or lead investor(s)” (e.g., holding same amount of same type of security as non-accredited investors).
  • Investor eligibility and protection: increasing accessibility to non-accredited investors (e.g., expanding definition of accredited investor, new exemption for non-accredited investor participation) and scaling investor protections appropriately; assessing whether current investor limitations should be measured by alternative measures (e.g., percentage of income or portfolio) or periodically adjusted for inflation; and allowing non-accredited investors to participate in all types (or some sub-set) of exempt offerings, subject to certain conditions (e.g., size of offering, amount of investment, required disclosure) and scaling conditions (e.g., to investor or to offering).
  • Required disclosure: revising rules to allow for more prompt communication to investors; and simplifying compliance through harmonizing required disclosures across the exemptions.
  • Role of Congress and SEC in promulgating changes: considering if the SEC should “move one or more current exemptions into a single regulation”; assessing whether legislative change is “necessary or beneficial” to enact such changes; and assessing the metrics that measure the impact of such exemptions.

Accredited Investor Definition

The “accredited investor” standard is currently used as a proxy for financial sophistication across a number of federal and state securities laws. Private issuers (including private funds) are generally permitted to sell their unregistered securities to an unlimited number of accredited investors, on the basis that accredited investors can fend for themselves, and thus do not require the protections of certain securities laws. According to the Release, the SEC estimates that 13% of all U.S. households currently meet the accredited investor definition.5

The Release indicates that, in response to a December 2015 Staff report that examined the accredited investor definition, “commenters were overwhelmingly supportive of the creation of additional methods of accreditation other than financial criteria,” but differed regarding Staff suggestions as to possible revisions to the definition.6 In light of this Staff report and subsequent government reports on the topic, the Release is seeking further comment to potentially revise and/or expand the definition with the peripheral goal of not disproportionately complicating its application.

Specifically, the Release is seeking comment as to whether the accredited investor definition should be revised in one or more of the following ways (if at all): adjusting the current net worth thresholds (including for inflation) and/or adding a sliding scale for participation in exempt offerings for non-accredited investors (rather than the current all-or-nothing construct); introducing new financial thresholds based on the amount of investments (as opposed to, or in addition to, income and net worth tests); permitting qualification based on certain professional credentials, relevant experience in exempt offerings or passing an “accredited investor exam”; permitting knowledgeable employees of private funds to qualify as accredited investors for such funds; allowing non-accredited investors to invest in certain exempt offerings if advised by financial professionals; and changing the qualifications based on analogous rules and requirements from foreign jurisdictions.

The Release also seeks comment on the broader implications of a revised definition, including its impact on the application and enforcement of any new accredited investor criteria, as well as its impact on other regulatory regimes (e.g., ERISA, Securities Exchange Act of 1934).

Private Placement Exemption and Rule 506 of Regulation D

Section 4(a)(2) of the Securities Act exempts transactions by an issuer “not involving any public offering” from the registration requirements of Section 5 of the Securities Act. Many U.S. private placements rely on Rule 506(b) (and to a lesser extent, Rule 506(c)) of Regulation D as a non-exclusive safe harbor from registration.7 According to the Release, in 2018, Rule 506(b) offerings were responsible for $1.5 trillion of raised capital and 94% of such offerings were made exclusively to accredited investors. The Release states that the “information requirement is the principal difference between a Rule 506(b) offering that includes non-accredited investors and one that is limited to accredited investors.” The Release recognizes that the increased reporting obligations for offerings to non-accredited investors (which are similar to the reporting requirements for a public offering) are a major contributing factor to the dearth of such offerings Similarly, the Release discusses the relative infrequency of Rule 506(c) offerings, citing as contributing factors the additional accredited investor verification requirements and/or inability to fall back on Section 4(a)(2) upon an inadvertent failure to meet the safe harbor.

Specifically, the Release is seeking comment on whether the requirements for Rule 506(b) and 506(c) should be revised in one or more of the following ways (if at all):

  • Current framework: combining the Rule 506(b) and 506(c) safe harbors, and identifying any ripple effects of such combination on other laws, rules and regulations.
  • Current exemptions: increasing the likelihood that issuers will conduct a 506(c) offering, by: clarifying the definition of “general solicitation” and/or amending the accredited investor verification requirements, including to take into account any potential changes to the accredited investor definition that could complicate the verification process; and amending the current deadline for filing Form D after an offering under Regulation D.
  • Investor eligibility and protections: adjusting the extent to which non-accredited investors are permitted to invest in such offerings, including participation in a 506(c) offering on the same terms applicable to certain sophisticated, institutional accredited investors.

Other Exemptions and Potential Gaps in the Current Exempt Offering Framework

The Release also is seeking comment on changes to less-common registration exemptions, including: Regulation A; Rule 504 of Regulation D; Section 3(a)(11) of the Securities Act (Intrastate Offering Exemption); and Section 4(a)(6) of the Securities Act (Regulation Crowdfunding). As an exempt offering may be impractical (e.g., due to expense) for small companies and those seeking to raise small amounts of capital, the Release requests comment on adding a “micro-offering” or “micro-loan” exemption, as well as related requirements, conditions and investor protections.


As all offerings are required to be registered or exempt from registration, the integration doctrine provides a framework for determining whether separate offerings that individually would be exempt from registration “should be considered part of the same offering,” thus triggering registration requirements under Section 5 of the Securities Act. Integration analysis is dependent upon the facts and circumstances of each offering,8 and as such analysis is determined by the issuer and can become complex, the SEC has created certain safe harbors.

The safe harbors provide objective standards (e.g., time period) where no additional analysis is necessary, so long as the exempt offerings meet applicable requirements and the transactions fall within the respective safe harbors.9 Some safe harbors are specific to the types of transaction,10 and some are non-exclusive, in that the transaction is assessed independently and does not affect the availability of any other exemption.11

The Release requests comment on the following:

  • Current framework: replacing the current framework with a single integration doctrine that would apply to all exempt offerings; replacing the five-factor test with an analysis of whether each offering complied with the requirements of its exemption (e.g., Regulations A, 147 and 147A); excepting additional types of transactions from integration (e.g., Regulation S, Rules 144A and 701); and defining “a private offering as an exempt offering that does not involve any form of general solicitation or advertising.”
  • Current exemptions: specifying a safe harbor for offers and sales that occurred prior to an offering with a general solicitation or advertisement, addressing any subsequent registered public offering; and amending certain rules to assist firms in adapting to changing conditions and markets (e.g., shortening the six-month window in a Rule 502(a) offering, expanding Rule 155(c) to address an abandoned offering with a general solicitation followed by a private offering) .
  • Additional actions or guidance: adding other integration safe harbors; addressing other potentially concurrent offerings; or reducing confusion through elimination of existing safe harbors, in each instance indicating the effect of such measures on capital formation and investors .

Pooled Investment Funds

The Release focuses on the potential for pooled investment funds (including registered investment companies, BDCs and private funds) as a source of capital for growth-stage issuers, as well as considering retail investors’ level of access to such vehicles.12 The discussion in the Release illustrates that, while there are many vehicles that can invest in growth-stage issuers (typically through private offerings), these vehicles generally are not structured to permit significant investments in growth-stage issuers and/or to provide investment opportunities for retail investors.

In addition, according to the Release, although closed-end funds are not subject to the same liquidity restrictions as open-end funds, and closed-end funds are accessible to non-accredited investors, such funds make up only a small portion of registered investment companies and are not readily used to invest in growth-stage companies. Further, the Release acknowledges that the ability of a closed-end fund to make significant investments in private funds has “historically raised staff concerns under the Investment Company Act, insofar as these investors could not invest directly in private funds.”13

For retail investors who are accredited investors but not qualified purchasers or qualified clients, access to private funds that invest in growth-stage companies generally is limited to those private funds offered pursuant to Section 3(c)(1) of the 1940 Act (limited to 100 beneficial owners, or, if a qualifying venture capital fund, limited to 250 beneficial owners). Further, and unlike certain vehicles, private funds do not, without meeting other thresholds, qualify as accredited investors under Rule 501(a) of Regulation D. Thus, not all private funds will qualify as accredited investors, and some will not qualify unless all their owners are accredited investors, precluding such vehicles from being suitable for retail investors and/or participating in growth-stage company offerings.14

In light of these practical investing limitations for retail investors and pooled investment vehicles, the Release requests comment on the following:

  • Current framework: altering the ability of pooled investment vehicles to invest in growth-stage companies by encouraging investment products in such companies; permitting additional pooled investment funds (e.g., private funds) to qualify as accredited investors; allowing additional investment in private funds by certain vehicles (e.g., closed-end funds); or allowing payment of performance-based fees in order to provide access to venture-backed strategies.
  • Interval funds: modifying the characteristics and structure of interval funds to encourage investment in growth-stage issuers (e.g., varying repurchase periods or mechanism for altering the interval or repurchase amounts, allowing multiple share classes, adopting a trust and series structure, altering diversification requirements, relaxing rules related to affiliated transactions); and following such changes, considering whether the SEC could facilitate the secondary market for such funds or limit their purchase to sophisticated investor .
  • Investor eligibility and protections: introducing periodic reassessments of the sophistication thresholds to the “qualified purchaser” definition; simplifying all thresholds (e.g., accredited investor, qualified client, qualified purchaser) through simultaneous reassessment of such thresholds; balancing the ability of a closed-end fund to invest in a private fund with investor protections (e.g., maximum exposure in private funds, minimum number of private fund holdings).
  • Additional actions and guidance: promoting liquidity in the secondary market for certain vehicles (e.g., closed-end funds, BDCs) to assist with capital formation.

Secondary Trading of Certain Securities

The Release explains that the ability of an investor who participated in a primary offering to resell their investment could attract more initial investors to the primary offering and facilitate exit opportunities that allow reinvestment and reallocation by that investor. The Release states that an issuer can benefit from additional interest in the primary offering, and such additional interest could potentially avoid or reduce an illiquidity discount; however, the Release also recognizes that a more liquid secondary market could lead to increased turnover in an issuer’s shareholder base and more shareholders (which could trip registration requirements under Section 12(g) of the Exchange Act).

As explained in the Release, in the secondary market, the investor must either register (or have the issuer register) the transaction or have an exemption from such registration, and then may face resale restrictions (e.g., restricted securities). In considering the current resale exemptions, certain factors differentiate them, including: who can use the exemption; conditions on use of the exemption (e.g., eligible buyers, information requirements, intermediary use); and whether the security remains “restricted” following the transaction. The Release also notes that all participants, the investor and intermediary, must have an exemption from registration to engage in or facilitate such transaction. Further, all of these exemptions, especially Rule 144, are subject to conditions.

While federal securities laws preempt state securities law registration and qualification requirements for secondary offers or sales in certain instances, for other resale transactions the seller must comply with state law. As explained in the Release, states have adopted model exemption(s) under either NSMIA or its predecessor, the Uniform Securities Act of 1956, but states do not have uniform standards. The Release discusses several more common state exemptions applicable to secondary transactions. However, the Release notes“[s]tate exemptions vary substantively” and states can and do apply additional conditions on exemptions, creating confusion and additional costs for resellers.

Certain questions related to resale include whether the primary and secondary sales are part of the same distribution, as well as the impact of secondary sales on an exemption relied upon to conduct the primary sales. Additionally, the Release requests comment as to whether:

  • Additional resale exemptions should be provided or existing resale restrictions should be revised.
  • Altering the number of permissible record holders before an issuer becomes a reporting company under Section 12(g) of the Exchange Act would promote liquidity.
  • With respect to Rule 144, the holding periods should be shortened, or additional exemptions should be provided under Section 4(a)(1) for sellers that cannot comply with Rule 144.
  • Rules should be adopted to foster the development of venture exchanges as a means of improving secondary trading .


1) Concept Release on Harmonization of Securities Offering Exemptions, SEC Concept Rel. Nos. 33-10649, 34-86129, IA-5256, IC-33512, 84 Fed. Reg. 30460 (June 26, 2019).

2) Examples provided in the Release include: the Jumpstart Our Business Startups Act of 2012 (JOBS Act, which directed revisions to Rule 506 to eliminate the prohibitions against general solicitation and general advertising to accredited investors, added Section 4(a)(6) and Section 4A to the Securities Act and required the SEC to issue the crowdfunding rules); the Fixing America’s Surface Transportation Act of 2015 (FAST Act, which added Section 4(a)(7) to the Securities Act related to private resales of securities); and the Economic Growth, Regulatory Relief, and Consumer Protection Act of 2018 (Economic Growth Act, which instructed the SEC to amend Regulation A to permit its use by issuers reporting under Section 13 or 15(d) of the Exchange Act).

3) The Release notes the distinction between an illegal offering (which fails to comply with the registration requirements of Section 5 of the Securities Act) and a fraudulent exempt offering (which violates the antifraud provisions of the federal securities law). The Release states that there is a lack of data to measure the frequency and impact of fraud in the marketplace.

4) The SEC can exempt “other persons, securities, or transactions to the extent ‘necessary or appropriate in the public interest [and] consistent with the protection of investors’” pursuant to Section 28 of the Securities Act, which was added by the National Securities Markets Improvement Act of 1996 (NSMIA). NSMIA also “preempted the state registration and review of transactions involving ‘covered securities’” and established a class of covered securities (including those offered or sold to “qualified purchasers”) by amending Section 18 of the Securities Act.

5) Release at Table 3: Households qualifying under existing accredited investor criteria (this statistic does not account for institutional accredited investors).

6) See Report on the Review of the Definition of “Accredited Investor” (Dec. 18, 2015) and related comments.

7) Rule 506(b) permits an unlimited number of accredited investors to invest, and securities may be sold to 35 non-accredited investors that are sophisticated, as long as: there is no general solicitation or advertising; and additional disclosure is provided to the non-accredited investors. Rule 506(c) permits a general solicitation and advertising, if: all purchasers are accredited investors; the issuer takes reasonable steps to verify the status of such purchasers; and certain other conditions are met. All offerings made pursuant to Rule 506: are subject to “bad actor” disqualifications; result in restricted securities that have resale limitations; and potentially require state filings by issuers.

8) For example, more recent guidance has clarified a framework to consider whether an issuer can conduct simultaneous registered and private offerings (i.e., availability of Section 4(a)(2) exemption). This guidance analyzes whether the private offer or sale was conducted through a general solicitation by means of a registration statement.

9) For example, Rule 502(a) of Regulation D provides an exemption so long as all offers and sales do not take place within either six months prior to the start, or the termination, of a Regulation D offering. Rule 152 provides that once a Section 4(a)(2) private placement has been completed, a public offering or filing of a registration statement can begin (even if the filing was contemplated while the private placement was ongoing), so long as the applicable requirements for the private placement and the public offering are met. Also, Rule 152 would need to be amended to address the questions raised by Rule 506(c) (which allows a general solicitation), if a private offering were to be followed by a registered offering.

10) For example, a non-U.S. transaction under Regulation S will not be integrated with a concurrent U.S. offering (public or private) that complies with Securities Act Rule 901. Similarly, Rule 144A provides a non-exclusive safe harbor that ensures each Rule 144A transaction is assessed independently, is not affected by other offers or sales by the issuer (or subsequent holders) and does not affect the availability of any other exemption.

11) For example, Rule 155 provides a non-exclusive safe harbor when an issuer abandons one type of offering (e.g., public) and commences another type of offering (e.g., private). Rule 144A similarly provides a non-exclusive safe harbor.

12) Registered investment companies (such as open-end funds), BDCs and SBICs are all deemed to be accredited investors without meeting minimum asset or other qualifications. But open-end funds such as ETFs have liquidity restrictions as well as valuation and daily redemption requirements, leaving only a small portion of the portfolio for less-liquid investments.

13) See Staff Report to the United States Securities and Exchange Commission, Implications of the Growth of Hedge Funds (Sept. 2003), at pp. 80-83 (discussing concerns about the “retailization” of private funds).

14) For example, a private fund may not qualify as an accredited investor if it is a small private fund (e.g., $5 million in assets or less), unless each equity owner of the fund is an accredited investor, or if it is a private fund with “knowledgeable employee” investors or general partners that do not otherwise qualify as accredited investors.

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.

© Dechert LLP | Attorney Advertising

Written by:

Dechert LLP

Dechert LLP on:

Readers' Choice 2017
Reporters on Deadline

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
Custom Email Digest
- hide

JD Supra Privacy Policy

Updated: May 25, 2018:

JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.

This Privacy Policy describes how JD Supra, LLC ("JD Supra" or "we," "us," or "our") collects, uses and shares personal data collected from visitors to our website (located at (our "Website") who view only publicly-available content as well as subscribers to our services (such as our email digests or author tools)(our "Services"). By using our Website and registering for one of our Services, you are agreeing to the terms of this Privacy Policy.

Please note that if you subscribe to one of our Services, you can make choices about how we collect, use and share your information through our Privacy Center under the "My Account" dashboard (available if you are logged into your JD Supra account).

Collection of Information

Registration Information. When you register with JD Supra for our Website and Services, either as an author or as a subscriber, you will be asked to provide identifying information to create your JD Supra account ("Registration Data"), such as your:

  • Email
  • First Name
  • Last Name
  • Company Name
  • Company Industry
  • Title
  • Country

Other Information: We also collect other information you may voluntarily provide. This may include content you provide for publication. We may also receive your communications with others through our Website and Services (such as contacting an author through our Website) or communications directly with us (such as through email, feedback or other forms or social media). If you are a subscribed user, we will also collect your user preferences, such as the types of articles you would like to read.

Information from third parties (such as, from your employer or LinkedIn): We may also receive information about you from third party sources. For example, your employer may provide your information to us, such as in connection with an article submitted by your employer for publication. If you choose to use LinkedIn to subscribe to our Website and Services, we also collect information related to your LinkedIn account and profile.

Your interactions with our Website and Services: As is true of most websites, we gather certain information automatically. This information includes IP addresses, browser type, Internet service provider (ISP), referring/exit pages, operating system, date/time stamp and clickstream data. We use this information to analyze trends, to administer the Website and our Services, to improve the content and performance of our Website and Services, and to track users' movements around the site. We may also link this automatically-collected data to personal information, for example, to inform authors about who has read their articles. Some of this data is collected through information sent by your web browser. We also use cookies and other tracking technologies to collect this information. To learn more about cookies and other tracking technologies that JD Supra may use on our Website and Services please see our "Cookies Guide" page.

How do we use this information?

We use the information and data we collect principally in order to provide our Website and Services. More specifically, we may use your personal information to:

  • Operate our Website and Services and publish content;
  • Distribute content to you in accordance with your preferences as well as to provide other notifications to you (for example, updates about our policies and terms);
  • Measure readership and usage of the Website and Services;
  • Communicate with you regarding your questions and requests;
  • Authenticate users and to provide for the safety and security of our Website and Services;
  • Conduct research and similar activities to improve our Website and Services; and
  • Comply with our legal and regulatory responsibilities and to enforce our rights.

How is your information shared?

  • Content and other public information (such as an author profile) is shared on our Website and Services, including via email digests and social media feeds, and is accessible to the general public.
  • If you choose to use our Website and Services to communicate directly with a company or individual, such communication may be shared accordingly.
  • Readership information is provided to publishing law firms and authors of content to give them insight into their readership and to help them to improve their content.
  • Our Website may offer you the opportunity to share information through our Website, such as through Facebook's "Like" or Twitter's "Tweet" button. We offer this functionality to help generate interest in our Website and content and to permit you to recommend content to your contacts. You should be aware that sharing through such functionality may result in information being collected by the applicable social media network and possibly being made publicly available (for example, through a search engine). Any such information collection would be subject to such third party social media network's privacy policy.
  • Your information may also be shared to parties who support our business, such as professional advisors as well as web-hosting providers, analytics providers and other information technology providers.
  • Any court, governmental authority, law enforcement agency or other third party where we believe disclosure is necessary to comply with a legal or regulatory obligation, or otherwise to protect our rights, the rights of any third party or individuals' personal safety, or to detect, prevent, or otherwise address fraud, security or safety issues.
  • To our affiliated entities and in connection with the sale, assignment or other transfer of our company or our business.

How We Protect Your Information

JD Supra takes reasonable and appropriate precautions to insure that user information is protected from loss, misuse and unauthorized access, disclosure, alteration and destruction. We restrict access to user information to those individuals who reasonably need access to perform their job functions, such as our third party email service, customer service personnel and technical staff. You should keep in mind that no Internet transmission is ever 100% secure or error-free. Where you use log-in credentials (usernames, passwords) on our Website, please remember that it is your responsibility to safeguard them. If you believe that your log-in credentials have been compromised, please contact us at

Children's Information

Our Website and Services are not directed at children under the age of 16 and we do not knowingly collect personal information from children under the age of 16 through our Website and/or Services. If you have reason to believe that a child under the age of 16 has provided personal information to us, please contact us, and we will endeavor to delete that information from our databases.

Links to Other Websites

Our Website and Services may contain links to other websites. The operators of such other websites may collect information about you, including through cookies or other technologies. If you are using our Website or Services and click a link to another site, you will leave our Website and this Policy will not apply to your use of and activity on those other sites. We encourage you to read the legal notices posted on those sites, including their privacy policies. We are not responsible for the data collection and use practices of such other sites. This Policy applies solely to the information collected in connection with your use of our Website and Services and does not apply to any practices conducted offline or in connection with any other websites.

Information for EU and Swiss Residents

JD Supra's principal place of business is in the United States. By subscribing to our website, you expressly consent to your information being processed in the United States.

  • Our Legal Basis for Processing: Generally, we rely on our legitimate interests in order to process your personal information. For example, we rely on this legal ground if we use your personal information to manage your Registration Data and administer our relationship with you; to deliver our Website and Services; understand and improve our Website and Services; report reader analytics to our authors; to personalize your experience on our Website and Services; and where necessary to protect or defend our or another's rights or property, or to detect, prevent, or otherwise address fraud, security, safety or privacy issues. Please see Article 6(1)(f) of the E.U. General Data Protection Regulation ("GDPR") In addition, there may be other situations where other grounds for processing may exist, such as where processing is a result of legal requirements (GDPR Article 6(1)(c)) or for reasons of public interest (GDPR Article 6(1)(e)). Please see the "Your Rights" section of this Privacy Policy immediately below for more information about how you may request that we limit or refrain from processing your personal information.
  • Your Rights
    • Right of Access/Portability: You can ask to review details about the information we hold about you and how that information has been used and disclosed. Note that we may request to verify your identification before fulfilling your request. You can also request that your personal information is provided to you in a commonly used electronic format so that you can share it with other organizations.
    • Right to Correct Information: You may ask that we make corrections to any information we hold, if you believe such correction to be necessary.
    • Right to Restrict Our Processing or Erasure of Information: You also have the right in certain circumstances to ask us to restrict processing of your personal information or to erase your personal information. Where you have consented to our use of your personal information, you can withdraw your consent at any time.

You can make a request to exercise any of these rights by emailing us at or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

You can also manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard.

We will make all practical efforts to respect your wishes. There may be times, however, where we are not able to fulfill your request, for example, if applicable law prohibits our compliance. Please note that JD Supra does not use "automatic decision making" or "profiling" as those terms are defined in the GDPR.

  • Timeframe for retaining your personal information: We will retain your personal information in a form that identifies you only for as long as it serves the purpose(s) for which it was initially collected as stated in this Privacy Policy, or subsequently authorized. We may continue processing your personal information for longer periods, but only for the time and to the extent such processing reasonably serves the purposes of archiving in the public interest, journalism, literature and art, scientific or historical research and statistical analysis, and subject to the protection of this Privacy Policy. For example, if you are an author, your personal information may continue to be published in connection with your article indefinitely. When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.
  • Onward Transfer to Third Parties: As noted in the "How We Share Your Data" Section above, JD Supra may share your information with third parties. When JD Supra discloses your personal information to third parties, we have ensured that such third parties have either certified under the EU-U.S. or Swiss Privacy Shield Framework and will process all personal data received from EU member states/Switzerland in reliance on the applicable Privacy Shield Framework or that they have been subjected to strict contractual provisions in their contract with us to guarantee an adequate level of data protection for your data.

California Privacy Rights

Pursuant to Section 1798.83 of the California Civil Code, our customers who are California residents have the right to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes.

You can make a request for this information by emailing us at or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

Some browsers have incorporated a Do Not Track (DNT) feature. These features, when turned on, send a signal that you prefer that the website you are visiting not collect and use data regarding your online searching and browsing activities. As there is not yet a common understanding on how to interpret the DNT signal, we currently do not respond to DNT signals on our site.

Access/Correct/Update/Delete Personal Information

For non-EU/Swiss residents, if you would like to know what personal information we have about you, you can send an e-mail to We will be in contact with you (by mail or otherwise) to verify your identity and provide you the information you request. We will respond within 30 days to your request for access to your personal information. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why. If you would like to correct or update your personal information, you can manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard. If you would like to delete your account or remove your information from our Website and Services, send an e-mail to

Changes in Our Privacy Policy

We reserve the right to change this Privacy Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our Privacy Policy will become effective upon posting of the revised policy on the Website. By continuing to use our Website and Services following such changes, you will be deemed to have agreed to such changes.

Contacting JD Supra

If you have any questions about this Privacy Policy, the practices of this site, your dealings with our Website or Services, or if you would like to change any of the information you have provided to us, please contact us at:

JD Supra Cookie Guide

As with many websites, JD Supra's website (located at (our "Website") and our services (such as our email article digests)(our "Services") use a standard technology called a "cookie" and other similar technologies (such as, pixels and web beacons), which are small data files that are transferred to your computer when you use our Website and Services. These technologies automatically identify your browser whenever you interact with our Website and Services.

How We Use Cookies and Other Tracking Technologies

We use cookies and other tracking technologies to:

  1. Improve the user experience on our Website and Services;
  2. Store the authorization token that users receive when they login to the private areas of our Website. This token is specific to a user's login session and requires a valid username and password to obtain. It is required to access the user's profile information, subscriptions, and analytics;
  3. Track anonymous site usage; and
  4. Permit connectivity with social media networks to permit content sharing.

There are different types of cookies and other technologies used our Website, notably:

  • "Session cookies" - These cookies only last as long as your online session, and disappear from your computer or device when you close your browser (like Internet Explorer, Google Chrome or Safari).
  • "Persistent cookies" - These cookies stay on your computer or device after your browser has been closed and last for a time specified in the cookie. We use persistent cookies when we need to know who you are for more than one browsing session. For example, we use them to remember your preferences for the next time you visit.
  • "Web Beacons/Pixels" - Some of our web pages and emails may also contain small electronic images known as web beacons, clear GIFs or single-pixel GIFs. These images are placed on a web page or email and typically work in conjunction with cookies to collect data. We use these images to identify our users and user behavior, such as counting the number of users who have visited a web page or acted upon one of our email digests.

JD Supra Cookies. We place our own cookies on your computer to track certain information about you while you are using our Website and Services. For example, we place a session cookie on your computer each time you visit our Website. We use these cookies to allow you to log-in to your subscriber account. In addition, through these cookies we are able to collect information about how you use the Website, including what browser you may be using, your IP address, and the URL address you came from upon visiting our Website and the URL you next visit (even if those URLs are not on our Website). We also utilize email web beacons to monitor whether our emails are being delivered and read. We also use these tools to help deliver reader analytics to our authors to give them insight into their readership and help them to improve their content, so that it is most useful for our users.

Analytics/Performance Cookies. JD Supra also uses the following analytic tools to help us analyze the performance of our Website and Services as well as how visitors use our Website and Services:

  • HubSpot - For more information about HubSpot cookies, please visit
  • New Relic - For more information on New Relic cookies, please visit
  • Google Analytics - For more information on Google Analytics cookies, visit To opt-out of being tracked by Google Analytics across all websites visit This will allow you to download and install a Google Analytics cookie-free web browser.

Facebook, Twitter and other Social Network Cookies. Our content pages allow you to share content appearing on our Website and Services to your social media accounts through the "Like," "Tweet," or similar buttons displayed on such pages. To accomplish this Service, we embed code that such third party social networks provide and that we do not control. These buttons know that you are logged in to your social network account and therefore such social networks could also know that you are viewing the JD Supra Website.

Controlling and Deleting Cookies

If you would like to change how a browser uses cookies, including blocking or deleting cookies from the JD Supra Website and Services you can do so by changing the settings in your web browser. To control cookies, most browsers allow you to either accept or reject all cookies, only accept certain types of cookies, or prompt you every time a site wishes to save a cookie. It's also easy to delete cookies that are already saved on your device by a browser.

The processes for controlling and deleting cookies vary depending on which browser you use. To find out how to do so with a particular browser, you can use your browser's "Help" function or alternatively, you can visit which explains, step-by-step, how to control and delete cookies in most browsers.

Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at:

- hide

This website uses cookies to improve user experience, track anonymous site usage, store authorization tokens and permit sharing on social media networks. By continuing to browse this website you accept the use of cookies. Click here to read more about how we use cookies.