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Accredited Investors › General Solicitation

Accredited Investors are a class of investors whose purchases are exempt from certain SEC registration requirements. Rule 501 of Regulation D lists eight categories of investors that qualify as accredited... more +
Accredited Investors are a class of investors whose purchases are exempt from certain SEC registration requirements. Rule 501 of Regulation D lists eight categories of investors that qualify as accredited investors.  less -
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

Mintz Edge

New Rule 148 To Exempt “demo Days” From General Solicitation

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Effective as of March 15, 2021, the Securities and Exchange Commission (the “SEC”) adopted the new Rule 148 which permits entrepreneurs to speak more openly about opportunities for investment in their new enterprises at “Demo...more

Farrell Fritz, P.C.

Issuers May “Test-the-Waters” Before Choosing a Securities Exemption

Farrell Fritz, P.C. on

Perhaps the most vexing threshold issue faced by any company considering a capital raise is which securities exemption to pursue.  The chosen exemption largely depends on the targeted amount of the raise, as well as the...more

Eversheds Sutherland (US) LLP

On the right track: Securities & Exchange Commission adopts rules to streamline private offering exemptions

Eversheds Sutherland (US) LLP on

On November 2, 2020, the Securities and Exchange Commission (the SEC) voted to adopt final amendments (the Amendments) to “simplify, harmonize, and improve certain aspects of the exempt offering framework.” The Securities Act...more

Proskauer Rose LLP

SEC Amends Rules to Facilitate Capital Raising in Private Offerings

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On November 2, 2020, the Securities and Exchange Commission adopted amendments to facilitate the use of private, or “exempt,” offerings. The changes will impact offerings structured pursuant to Section 4(a)(2), Regulation D...more

Hinshaw & Culbertson LLP

New Proposed SEC Rule Would Allow Finders to Receive Commissions Without Registering as a Broker Dealer

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In order to clarify various no action letters and court decisions, the Securities and Exchange Commission (SEC) has proposed an rule that would allow two classes of “finders” to avoid having to register as a broker-dealer or...more

Troutman Pepper

Using Regulation D Rule 506(c) to Raise Capital

Troutman Pepper on

Raising investment capital through private offerings has always been a challenge, especially for new and emerging investment managers. COVID-19 has exasperated this challenge by significantly limiting traditional means of...more

McCarter & English, LLP

Finders Keepers

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SEC Proposes to Allow Finders to Receive Transaction-Based Compensation in Certain Limited Circumstances Without Having to Register as a Broker-Dealer- In an effort to help small and emerging businesses raise capital, the...more

Baker Donelson

The Impact of SEC's Expanded Definition of "Accredited Investor" on EB-5 Offerings

Baker Donelson on

Last week, the Securities and Exchange Commission (SEC) expanded slightly who can qualify as "accredited investors." Many EB-5 issuers use securities registration exemptions that allow subscription and even solicitation of...more

Farrell Fritz, P.C.

Proposed Expansion of “Accredited Investor” Definition Would Benefit Issuers and Investors

Farrell Fritz, P.C. on

The Securities and Exchange Commission is proposing to expand the definition of “accredited investor” to include additional entities that could bear the economic risks of investment and certain financially sophisticated...more

Fenwick & West LLP

“Testing-the-Waters” for All

Fenwick & West LLP on

On September 26, 2019, the U.S. Securities and Exchange Commission (SEC) voted to adopt new Rule 163B under the Securities Act of 1933, as amended (Securities Act), to expand the “testing-the-waters” (TTW) accommodation —...more

Wilson Sonsini Goodrich & Rosati

SEC Extends "Test the Waters" to All Issuers

Wilson Sonsini Goodrich & Rosati on

On September 26, 2019, the U.S. Securities and Exchange Commission (SEC) announced that it had voted to adopt new Rule 163B, extending the "test the waters" accommodations previously available only to emerging growth...more

Akin Gump Strauss Hauer & Feld LLP

SEC Adopts New Rule 163B to Permit “Test-the-Waters” Communications for All Issuers

Akin Gump Strauss Hauer & Feld LLP on

On September 25, 2019, the Securities and Exchange Commission (SEC) adopted new Rule 163B under the Securities Act of 1933 (Securities Act) to allow all issuers to engage in “test-the-waters” communications in connection with...more

Dechert LLP

SEC Proposes to Expand “Test-the-Waters” Modernization Reform to All Issuers

Dechert LLP on

On February 19, 2019, the U.S. Securities and Exchange Commission (the “SEC”) proposed new rule 163B under the Securities Act of 1933, as amended (the “Securities Act”), which would permit all issuers, not just Emerging...more

Allen Matkins

SEC Enforcement Action Demonstrates That Timing Is Everything

Allen Matkins on

Rule 506 is a non-exclusive safe harbor from the registration requirements of the Securities Act of 1933. If an offering meets the conditions of either Rule 506(b) or 506(c), it is deemed to not involve a public offering...more

Stinson - Corporate & Securities Law Blog

SEC Brings Enforcement Action for Failure to Verify Accredited Investor Status

Stinson - Corporate & Securities Law Blog on

CoinAlpha Advisors LLC was formed for the purpose of investing in digital assets. From October 2017 through May 2018 CoinAlpha raised approximately $600,000 from 22 investors, residing in at least five U.S. states....more

Farrell Fritz, P.C.

“Three’s A Charm”: House Adopts JOBS Act 3.0 To Fix Earlier Capital Raising Reform Efforts

Farrell Fritz, P.C. on

t’s not often that the House of Representatives votes nearly unanimously on anything noteworthy these days, but that’s exactly what the House did on July 17 in voting 406-4 for the “JOBS and Investor Confidence Act of...more

Ward and Smith, P.A.

Investment Crowdfunding Exemptions: Understand What You Can and Cannot Do to Advertise Your Offering

Ward and Smith, P.A. on

This article expands upon a recent overview of the securities law exemptions commonly used for investment crowdfunding campaigns. The six distinct exemptions or "paths" outlined below are the most commonly used by...more

Morrison & Foerster LLP - JOBS Act

Rule 506(c) – Verifying Investor Status

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NASDAQ Private Markets and Morrison & Foerster recently described the process for verifying the status of investors when a company chooses to use general solicitation to conduct a Rule 506(c) offering. ...more

Kilpatrick

General Solicitations of Certain Regulation D “Private” Securities Offerings:  SEC Affirms Zero-Tolerance Policy.

Kilpatrick on

On March 29, 2017, the Securities and Exchange Commission (the “SEC”) issued a noteworthy opinion in In re KCD Financial Inc., a review of a FINRA disciplinary action. While the opinion affirmed FINRA’s disciplinary action,...more

Morrison & Foerster LLP

Practice Pointers on Navigating the Securities Act’s Prohibition on General Solicitation and General Advertising

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The Jumpstart Our Business Startups Act (the “JOBS Act”) included a measure directing the Securities and Exchange Commission (the “SEC” or “Commission”) to relax the prohibition against general solicitation and general...more

Buchalter

Using the Internet to Raise Money: Securities Laws and Crowdfunding

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There are many services available to emerging companies to raise money through crowdfunding. As an entrepreneur or leader of a company evaluating these options, it is important to understand the basic legal foundations of...more

Sands Anderson PC

Crowdfunding and Real Estate Development

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The real estate development market continues to open up to crowdfunding, and the changes to capital raising for real estate projects could be significant if only a small portion of the potential of these new methods take...more

K&L Gates LLP

Angels in Limbo: Congress and SEC Consider Regulatory Changes with Potential for Profound Effects on Start-Up Investments

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Three events occurred during 2013 that have the potential to significantly affect angel investment around the country: (1) the Securities and Exchange Commission (“SEC”) lifted the prohibition on general solicitation for...more

Winstead PC

Is Your Purchaser Accredited? Clarifications from the SEC

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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

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