News & Analysis as of September 20, 2024

Securities Act of 1933

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General Solicitation typically refers to the soliciting of investors to purchase securities. Prior to the passage of the JOBS Act in 2012, general solicitation was banned in connection with privately offered unregistered securities. Issuers were only permitted to offer such securities to investors with whom they had a pre-existing substantive relationship. Section 201(a) of the JOBS Act lifted the ban on general solicitation, but only with respect to accredited investors. less -

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

Morrison & Foerster LLP on 6/20/2016

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

SEC Division of Corporation Finance Issues 11 New C&DIs

Katten Muchin Rosenman LLP on 11/19/2013

On November 13, the Securities and Exchange Commission’s Division of Corporation Finance issued two new Compliance and Disclosure Interpretations (C&DIs) on Rule 144A under the Securities Act of 1933 (Securities Act) and nine...more

General Solicitation and Advertising Permitted under Rule 506(c) – The SEC Takes First Steps in JOBS Act Rulemaking

Baker Donelson on 9/24/2013

Effective September 23, 2013, finalized rulemaking by the Securities and Exchange Commission (SEC), implementing Section 201(a)(1) of the Jumpstart Our Business Startups Act (the JOBS Act), allows issuers of securities to...more

Amended Rule 506 - Lifting the Ban on General Solicitation

BakerHostetler on 9/9/2013

At its July open meeting, the Securities Exchange Commission (SEC) approved a rule proposal to amend Rule 506 of Regulation D and Rule 144A under the Securities Act of 1933 (the Securities Act)....more

Rule 15A-6 and Foreign Broker-Dealers

Morrison & Foerster LLP - JOBS Act on 8/19/2013

The SEC recently adopted final rules relaxing the prohibition on general solicitation and general advertising for certain private placements under Rule 506 of Regulation D and for offerings pursuant to Rule 144A under the...more

SEC Rule 506 Amendments and Blue Sky

Morrison & Foerster LLP - JOBS Act on 8/2/2013

The Securities and Exchange Commission took some long-awaited action in the area of private offerings at its open meeting on July 10, 2013. The Commission issued two releases adopting final rules (i) to eliminate the...more

SEC Adopts JOBS Act Private Placement Provisions: Lifts Ban on General Solicitation and Advertising in Private Placements

Patterson Belknap Webb & Tyler LLP on 7/31/2013

On July 10, 2013, the Securities and Exchange Commission (“SEC”) approved by a vote of 4-1 final rules that eliminate the prohibition against general solicitation and advertising in certain private offerings of securities. ...more

SEC Issues Final Rules Implementing Provisions under the JOBS Act and Dodd-Frank: Prohibition on General Solicitation and...

Akerman LLP on 7/29/2013

On July 10, 2013, the Securities and Exchange Commission (Commission), issued final rules implementing provisions of the Jumpstart our Business Startups Act (JOBS Act) and the Dodd-Frank Wall Street Reform and Consumer...more

SEC Approves Final Rules that (1) Permit General Solicitation and General Advertising in Rule 506 and Rule 144A Offerings and (2)...

Dechert LLP on 7/28/2013

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

SEC Permits General Solicitation but Proposes Significant Impediments to its Use

Akin Gump Strauss Hauer & Feld LLP on 7/26/2013

On July 10, 2013, the Securities and Exchange Commission (SEC) adopted amendments to its safe harbor rule for private placements of securities, Rule 506 of Regulation D under the Securities Act of 1933 (the “Securities Act”)....more

SEC Removes Ban on General Solicitation in Rule 506 and Rule 144A, But Problems Remain

Foley Hoag LLP on 7/23/2013

New Rule 506(c) Permits General Solicitation Under Regulation D - The Securities Exchange Commission has adopted final rules to remove the prohibition on general advertising and solicitation in securities offerings...more

SEC Adopts Rule Amendments to Permit General Solicitation in Certain Private Offerings

K&L Gates LLP on 7/19/2013

On July 10, 2013, the Securities and Exchange Commission (“SEC”) adopted final rules to eliminate the prohibition against general solicitation and general advertising in certain securities offerings under Rule 506 of...more

Dodd-Frank Update: SEC Adopts Bad Actor Disqualifications for Private Placements under Regulation D

Morrison & Foerster LLP on 7/16/2013

On July 10, 2013, the Securities and Exchange Commission (the “SEC” or “Commission”) adopted amendments to rules promulgated under Regulation D to implement Section 926 of the Dodd-Frank Wall Street Reform and Consumer...more

SEC Adopts and Proposes New Rules, Including Easing the Prohibition on General Solicitation

Katten Muchin Rosenman LLP on 7/16/2013

On July 10, the Securities and Exchange Commission adopted certain new rules and proposed others applicable to certain securities offerings that are exempt from registration under the Securities Act of 1933 (Securities Act). ...more

Rule 156 Proposal

Morrison & Foerster LLP - JOBS Act on 7/16/2013

The SEC proposed to require private funds making Rule 506(c) offerings to file written general solicitation materials with the SEC on a temporary basis. The filings would be required to apply for a period of two years, and...more

SEC Implements JOBS Act to Allow General Solicitation in Regulation D Offerings

Baker Donelson on 7/15/2013

The U.S. Securities and Exchange Commission has issued regulations implementing the portion of the Jumpstart Our Business Startups Act (JOBS Act), enacted more than a year ago, allowing an issuer enjoying exemption from...more

SEC Adopts Rules Allowing General Solicitation in Rule 506 Offerings to Accredited Investors

Dentons on 7/11/2013

On July 10, 2013 the SEC adopted amendments to Rule 506 of Regulation D and Rule 144A under the Securities Act of 1933 to implement a portion of the JOBS Act....more

New Freedoms & Heightened Scrutiny Complicate the US Private Fund Marketing Environment

Morrison & Foerster LLP on 2/22/2013

Originally published in CorporateLiveWire on February 21, 2013. The last few years have witnessed tectonic shifts in U.S. laws and regulations that effect the management and operations of hedge funds, private equity...more

SEC Issues Frequently Asked Questions on Exemption from Broker-Dealer Registration Under the JOBS Act

Katten Muchin Rosenman LLP on 2/12/2013

The Securities and Exchange Commission’s Division of Trading and Markets has issued Frequently Asked Questions (FAQs) that provide guidance on the exemption from broker-dealer registration in Section 201(c) of the Jumpstart...more

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General Solicitation › Advertising › Securities Act of 1933

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