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Bad Actors Dodd-Frank Wall Street Reform and Consumer Protection Act

Mayer Brown Free Writings + Perspectives

Bad Actor Disqualification Provisions of Regulation A, Regulation CF and Regulation D

Overview - Section 926 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) requires the Securities and Exchange Commission (“SEC”) to adopt rules that would make the exemption from registration...more

Goodwin

Financial Services Weekly News Roundup - February 2015 #3

Goodwin on

The Impact of Regulation on Community Banks: Harvard Study and Senate Banking Committee Hearing Highlight Differing Views. FDIC Director of Risk Management Supervision Doreen Eberley testified last week before the Senate...more

Stinson - Corporate & Securities Law Blog

Bad People Can’t Buy Failed Banks

The Federal Deposit Insurance Corporation, or FDIC, has adopted a final rule to implement section 210(r) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Under that section, individuals or entities that have,...more

Baker Donelson

Beware the "Bad Actor" - SEC Disqualification and Disclosure Requirements Affect Private Offering Issuers

Baker Donelson on

Effective September 23, 2013, the Securities and Exchange Commission (SEC) implemented Section 926 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which provided for expanded liability for "bad actors" in...more

Skadden, Arps, Slate, Meagher & Flom LLP

General Solicitation and Bad Actor Guidance from the SEC

The Securities and Exchange Commission (the “SEC”) has released a series of Compliance and Disclosure Interpretations (the “Interpretations”) recently addressing the general solicitation exemption under new Rule 506(c) of...more

Davis Wright Tremaine LLP

Crowdfunding: When Will the Rules Be Done?

The startup community is getting excited and antsy. The comment period on the SEC’s crowdfunding rules ended February 3. The speculation has begun – when will the rules be final? Could it be this summer? My answer: Who...more

Dechert LLP

The recently finalized "Bad Actor" rules and their applicability to CLO transactions

Dechert LLP on

Section 926(1) of the Dodd-Frank Act required the Securities and Exchange Commission (“SEC”) to adopt rules that disqualify securities offerings involving certain felons and other “bad actors” from reliance on Rule 506 under...more

Latham & Watkins LLP

New Regulation D General Solicitation and “Bad Actor” Disqualification: Considerations for Private Funds

Latham & Watkins LLP on

Offerings of private investment fund interests routinely rely on Rule 506 of the Regulation D “safe harbor” from registration under the Securities Act of 1933. Historically, such offerings have been strictly required to avoid...more

Morrison & Foerster LLP

Investment Management Legal + Regulatory Update -- October 2013

Morrison & Foerster LLP on

- Regulatory Updates: CFTC Adopts “Substituted Compliance” Approach for Registered Investment Companies that are Commodity Pools; SEC’s Final Rules on General Solicitation and Bad Actor Disqualification for Investment...more

Dechert LLP

Financial Services Quarterly Report - Third Quarter 2013: U.S. Private Offerings: SEC Approves JOBS Act Requirement to Permit...

Dechert LLP on

The SEC has amended1 Rule 506 of Regulation D and Rule 144A under the Securities Act of 1933 (“Securities Act”) to (1) permit, in certain circumstances, an issuer to engage in general solicitation and general advertising in...more

Carlton Fields

Concurrent EB-5 Offerings In The United States And Abroad

Carlton Fields on

Until recently, U.S. offerors and others had to make offerings of EB-5 project investments solely offshore in order to benefit from Regulation S, an exclusion from registration requirements. The offerors had to exclude...more

Allen Matkins

If One Bad Actor SpoilsThe Whole Barrel, What’s An Issuer To Do?

Allen Matkins on

The Jackson Five had it wrong. Under the SEC’s recently adopted Rule 506(d), one bad actor can spoil the whole bunch. To some extent issuers can exercise some control over who becomes or remains a covered persons. However,...more

Stinson - Corporate & Securities Law Blog

General Solicitation – Week One – Flying Cars And More

It began with announcements like this from AngelList. For just $99 plus $25 per investment, wefunder will let you create a create a “beautiful profile” and send updates to followers, and provide free investment contracts,...more

Poyner Spruill LLP

SEC Adopts Rule Disqualifying Bad Actors from Participation in Rule 506 Offerings

Poyner Spruill LLP on

In 2010, Congress passed the Dodd-Frank Wall Street Reform and Consumer Protection Act, which, among other things, required the Securities and Exchange Commission (SEC) to adopt rules that would prohibit the use of the Rule...more

Morrison & Foerster LLP - JOBS Act

Reminders for Issuers That Intend to Use General Solicitation

Privately held operating company issuers (as distinguished from private funds) should plan ahead if they intend to use general solicitation for Rule 506(c) offerings after September 23, 2013. Here are just a few...more

Allen Matkins

Congress Wants To Ban Felons While California Doesn’t Want To Ask

Allen Matkins on

This week, the Securities and Exchange Commission’s “bad actor” rule amendments take effect. These rule amendments implement Section 926 of the Dodd-Frank Wall Street Reform and Consumer Protection Act which is entitled...more

Broker-Dealer Compliance + Regulation

The Impact of the SEC’s Final Rules on General Solicitation and Bad Actor Disqualification for Broker-Dealers and Investment...

The SEC recently finalized amendments to Rule 506 of Regulation D and Rule 144A under the Securities Act relaxing prohibitions against general solicitation in certain private offerings of securities implementing Section...more

Troutman Pepper

SEC Gets Tough On Bad Actors

Troutman Pepper on

New Securities and Exchange Commission (SEC) Rule 506(d), which is set to take effect September 23, 2013, disqualifies securities offerings from reliance on the private placement exemption of Rule 506 of the Securities Act of...more

Holland & Knight LLP

Immediate Action Item for Private Funds and Their Managers: Prepare and Distribute "Bad Actor" Questionnaires

Holland & Knight LLP on

As widely reported, the Securities and Exchange Commission (SEC) approved a final rule effective Sept. 23, 2013, that prohibits a fund relying on the vital Regulation D/Rule 506 exemption from SEC registration if the issuer...more

McCarter & English, LLP

New Rule 506(d) "Bad Actor" Disqualification - A Continuous Diligence Headache for Emerging Companies

As required by the Dodd-Frank Act, the SEC on July 10, 2013, adopted final Rule 506(d) to "disqualify felons and other bad actors" from Regulation D private offerings. New Rule 506(d) identifies persons and triggering events...more

Allen Matkins

All The World’s A Stage, But The SEC Isn’t Allowing All Actors To Play Upon It

Allen Matkins on

Every Rule Must Play It’s Part, But This Part Is A Sad One - There is much to dislike in the SEC’s recent “bad actor” rule amendments. While Congress conceived the idea of disqualifying bad actors (Section 926 of the...more

Skadden, Arps, Slate, Meagher & Flom LLP

Shout It From the Rooftops! SEC Removes Ban on General Solicitation and Advertising for Certain Private Placements

On July 10, 2013, the Securities and Exchange Commission (SEC) eliminated the restriction on general solicitation and general advertising in certain private placements, providing increased flexibility for marketing and other...more

Smith Anderson

New Rules May Revolutionize Private Placements: Five Steps You Can Take NOW to be Prepared

Smith Anderson on

The Securities and Exchange Commission (“SEC”) recently took action to implement certain provisions of the Jumpstart Our Business Startups Act (“JOBS Act”) and the Dodd-Frank Wall Street Reform and Consumer Protection Act...more

Baker Donelson

Small Business Securities Bulletin: The Private Placements They Are A-Changin - General Solicitation, Bad Actor Prohibitions and...

Baker Donelson on

By way of background, pursuant to Section 5 of the Securities Act of 1933 (Securities Act) and state securities laws, any offer and sale of a security must be registered with the Securities and Exchange Commission (SEC) and...more

Polsinelli

SEC Adopts Rule Defining "Bad Actors" Disqualified From Using Rule 506 Of Regulation D To Raise Capital

Polsinelli on

In This Issue: - Covered Persons - Disqualifying Events - The Pre-Effectiveness Event Exclusion - Waivers and Exclusions - Ramifications of Rule 506 Disqualification - Excerpt from Covered...more

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