News & Analysis as of

Bad Actors Rule 506 Offerings Disqualification

Goodwin

SEC Staff Issues New Guidance on Rule 506 Bad Actor Disqualification

Goodwin on

The staff of the SEC’s Division of Corporation Finance posted additional Compliance and Disclosure Interpretations (see Questions 260.14 through 260.27) to the SEC website that address the “bad actor” disqualification...more

Stinson - Corporate & Securities Law Blog

Rule 506 FAQs: Some Answers, Some New Questions

On December 4, 2013, the SEC released a new batch of FAQs regarding new Rules 506(d) and 506(e). Before diving in to the clarifications provided and the new uncertainties raised by the SEC in the new FAQs, you might want to...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

Allen Matkins

Should There Be “Bad Actor” Risk Factor?

Allen Matkins on

I’ve devoted several recent posts to the Securities and Exchange Commission’s new “bad actor” rule because it is awash with a sea of troubles for issuers, both private and publicly traded. The rule prevents issuers from...more

Allen Matkins

When Directors Are Or Become Bad Actors . . .

Allen Matkins on

I’ve devoted several blog posts to the multifarious problems engendered by the SEC’s new “bad actor” disqualification provisions. I’ve done so because Rule 506(d) is so poorly drafted that, like the annals of Volusius, its...more

Morrison & Foerster LLP

Private Offerings: Questions that Might Frequently be Asked Sometime Soon (Part II)

Shortly after the Securities and Exchange Commission (SEC) adopted the final rule relaxing the prohibition against general solicitation in connection with offerings made pursuant to new Rule 506(c) and Rule 144A, we provided...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

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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