Securities law practitioners know that Section 5(a) of the Securities Act of 1933 generally makes it unlawful to sell a security unless a registration statement is in effect, or the security or the transaction is exempt. ...more
A new paper ostensibly connects the dots between failing to file a Form D, as required by Regulation D, and "patent trolls". A "patent troll" is a company, typically that does not produce any product or provide any service,...more
New rules will simplify the notice filing process for private placements by requiring filings be made on a Form D via the North American Securities Administrators Association multistate Electronic Filing Depository,...more
On December 1, 2020, New York Attorney General Letitia James issued guidance regarding, among other things, securities issued to New York residents in private placements made pursuant to Regulation D, Rule 506 under the...more
Next week, the House is scheduled to debate two bills designed to reduce regulatory burden on small businesses in order to facilitate access to capital. H.R. 5424, the Investment Advisers Modernization Act, was approved by...more
On March 23, 2016, three bills affecting access to capital markets were introduced in the U.S. House of Representatives. H.R. 4850: Micro Offering Safe Harbor - Representative Tom Emmer of Minnesota introduced this...more
On September 27, 2013, the SEC published Release No. 33-9458 to re-open the comment period for its proposed amendments to Regulation D, Form D and Securities Act Rule 156. The comment period for the proposals, which were...more
The Securities and Exchange Commission (SEC) has proposed a suite of amendments to Regulation D, Form D and Rule 156 under the Securities Act of 1933 (Securities Act) (Proposed Rules). According to the SEC, the Proposing...more
The SEC has amended 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