News & Analysis as of

Exemptions Regulation D

Proskauer Rose LLP

Proskauer's Hedge Start: What Key Exemptions Apply to Hedge Funds?

Proskauer Rose LLP on

We have separately discussed the common exemptions from registration of a fund manager with the Securities and Exchange Commission (SEC) as an investment adviser and from registration with the Commodity Future Trading...more

Whitman Legal Solutions, LLC

Rule 506 Offerings Continue to be Popular with Real Estate Companies

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

Dorsey & Whitney LLP

Raising U.S. Funds Under Canada’s New “Listed Issuer Financing Exemption”

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​​​​​​​As many of our readers will have heard, the Canadian Securities Administrators (“CSA”) has announced the adoption of a new prospectus exemption for certain reporting issuers listed on a Canadian stock exchange (the...more

Oberheiden P.C.

Digital Security Offering – 10 Things to Know Before You Create a DSO

Oberheiden P.C. on

What is a Digital Security Offering (DSO)? Conducting digital security offerings (DSOs), or security token offerings (STOs) is time-consuming and can be quite complicated. You will need to consider factors such as whether...more

Mintz - Securities & Capital Markets...

SEC Harmonizes and Improves “Patchwork” Private Offering Framework

On November 2, the SEC adopted amendments designed to harmonize and simplify the existing, complicated framework of private offering exemptions—the primary method by which private companies raise capital. The amendments...more

Brownstein Hyatt Farber Schreck

SEC Amends Rules to Harmonize, Simplify and Improve Exempt Offering Framework

On Nov. 2, 2020, the Securities and Exchange Commission (“SEC”) approved rule amendments “to harmonize, simplify, and improve the multilayer and overly complex exempt offering framework.” The SEC believes the amendments will...more

Whitman Legal Solutions, LLC

SEC Changes Disclosure Requirements for Rule 506(b) Offerings

On November 2, 2020, the Securities and Exchange Commission (SEC) amended several rules to harmonize requirements for exempt offerings, which will be effective in 2021 (60 days after publication in the Federal Register). The...more

Holland & Hart LLP

SEC Proposes Limited Exemption for Individual "Finders"

Holland & Hart LLP on

On October 8, 2020, the Securities and Exchange Commission (the "SEC") voted to propose a new limited conditional exemption from broker registration requirements for "finders." The SEC's press release is accessible here....more

Eversheds Sutherland (US) LLP

On track with the SEC - staff proposes rules on streamlining private exemptions

On March 4, 2020, the Securities and Exchange Commission (the SEC) issued a proposed rule (the “Proposed Rule”) on ways to “simplify, harmonize, and improve certain aspects of the exempt offering framework to promote capital...more

Burns & Levinson LLP

Raising Capital: Overview of Exemptions to Registration of Securities in Private Placements

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These are uncertain times. Even before the world-wide COVID-19 pandemic, companies seeking to raise capital in the cannabis industry were facing challenges. However, some experts and insiders I’m hearing from are bullishly...more

Cozen O'Connor

SEC Proposes to Expand Private Offerings

Cozen O'Connor on

On March 4, 2020, the Securities and Exchange Commission (SEC) proposed broad changes to the current private offering framework. Recognizing the growing market for private investments, this is the latest in a series of recent...more

Hinshaw & Culbertson LLP

SEC Proposes Rule Changes Relating to Exempt Offerings Which Would Include Increases to Offering Limits

On March 4, 2020, the SEC proposed a set of amendments designed to simplify and improve the exempt offering framework. The SEC's stated goal is to make it easier for issuers to access the capital markets and to provide...more

Cooley LLP

Blog: SEC posts proposal to harmonize private securities offering exemptions

Cooley LLP on

As seems to be common practice these days, the SEC cancelled its open meeting scheduled for yesterday morning and instead went ahead and posted its proposal to amend the rules to harmonize and simplify the framework for...more

Goodwin

SEC Commissioner Peirce Proposes Safe Harbor for Blockchain Developers

Goodwin on

Speaking at the International Blockchain Congress in Chicago on February 6, 2020, SEC Commissioner Hester Peirce proposed a safe harbor from U.S. securities laws so that developers of blockchain protocols could offer and sell...more

Whitman Legal Solutions, LLC

SEC Proposes New Accredited Investor Rule

Access to invest in private placement securities reminds me of All-State Orchestra. Private placements provide unique investment opportunities that can help investors diversify their portfolios. Yet, most private placements...more

Dechert LLP

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

Dechert LLP on

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...more

White & Case LLP

SEC: Time to revamp securities offering exemptions

White & Case LLP on

SEC is seeking public comments in its concept release in an effort to simplify, harmonize and improve the existing exempt offering framework. On June 18, 2019, the Securities and Exchange Commission (the “SEC” or the...more

Mayer Brown Free Writings + Perspectives

SEC Issues Concept Release on Harmonization of Securities Offering Exemptions

On June 18, 2019, the US Securities and Exchange Commission (SEC) issued a concept release soliciting “comment on possible ways to simplify, harmonize, and improve the exempt offering framework to promote capital formation...more

Sheppard Mullin Richter & Hampton LLP

Not So Fast – Challenges in Reincorporating from California to Delaware

There are several reasons that a California corporation may want to reincorporate to Delaware. Venture capital funds or other investors may demand a reincorporation to Delaware as a condition to financing. Cumulative voting...more

Holland & Knight LLP

Offering Exemptions Available to Companies Issuing ICOs

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• Issuing an initial coin offering (ICO) is a new and innovative way for companies to infuse capital into their enterprise. However, several regulatory agencies have increased their scrutiny of ICOs, including the U.S....more

Hinshaw & Culbertson LLP

Securities Rules for Private Equity Financings

In order to sell securities (notes, common stock, preferred stock, membership interests in an LLC), a company must either register the sale under federal and state securities laws or find an exemption from such registration...more

A&O Shearman

US Board of Governors of the Federal Reserve System Announces Annual Indexing of 2017 Reserve Requirement Exemption Amount and of...

A&O Shearman on

The US Board of Governors of the FRS announced the annual indexing of reserve requirement exemption amount and low reserve tranche, two amounts used in determining reserve requirements of depository institutions under...more

Baker Donelson

New SEC Rules and Their Impact on Securities Offerings

Baker Donelson on

On October 26, 2016, the Securities & Exchange Commission ("SEC") adopted final rules that may have significant impact on local securities offerings made in one state (or, "intrastate" offerings) and offerings of securities...more

Stinson - Corporate & Securities Law Blog

New SEC Rules for Intrastate and Regional Securities Offerings

The SEC has adopted final rules to modernize intrastate securities offerings under Rule 147, adopted new Rule 147A to broaden the availability of the existing safe harbor for intrastate securities offerings and amended Rule...more

Morrison & Foerster LLP - JOBS Act

SEC Will Vote on Final Intrastate Offering Exemptions

On Wednesday, October 26, 2016, beginning at 10:00 a.m., the Securities and Exchange Commission will hold an open meeting at which the Commission will consider the adoption of final rule amendments relating to Securities Act...more

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