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General Solicitation › Corporate Issuers

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... more +
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 -
Farrell Fritz, P.C.

Issuers May “Test-the-Waters” Before Choosing a Securities Exemption

Farrell Fritz, P.C. on

Perhaps the most vexing threshold issue faced by any company considering a capital raise is which securities exemption to pursue.  The chosen exemption largely depends on the targeted amount of the raise, as well as the...more

Sullivan & Worcester

SEC Changes Rules to Improve Deal Flow for Private Companies and Investors

Sullivan & Worcester on

In a 3-2 vote held in November 2020, the SEC approved new rules and amendments to existing rules that are intended to harmonize, simplify and improve the private placement regime that start-ups and other issuers, small and...more

Farrell Fritz, P.C.

Proposed Expansion of “Accredited Investor” Definition Would Benefit Issuers and Investors

Farrell Fritz, P.C. on

The Securities and Exchange Commission is proposing to expand the definition of “accredited investor” to include additional entities that could bear the economic risks of investment and certain financially sophisticated...more

Wilson Sonsini Goodrich & Rosati

SEC Extends "Test the Waters" to All Issuers

Wilson Sonsini Goodrich & Rosati on

On September 26, 2019, the U.S. Securities and Exchange Commission (SEC) announced that it had voted to adopt new Rule 163B, extending the "test the waters" accommodations previously available only to emerging growth...more

Akin Gump Strauss Hauer & Feld LLP

SEC Adopts New Rule 163B to Permit “Test-the-Waters” Communications for All Issuers

Akin Gump Strauss Hauer & Feld LLP on

On September 25, 2019, the Securities and Exchange Commission (SEC) adopted new Rule 163B under the Securities Act of 1933 (Securities Act) to allow all issuers to engage in “test-the-waters” communications in connection with...more

Dechert LLP

SEC Proposes to Expand “Test-the-Waters” Modernization Reform to All Issuers

Dechert LLP on

On February 19, 2019, the U.S. Securities and Exchange Commission (the “SEC”) proposed new rule 163B under the Securities Act of 1933, as amended (the “Securities Act”), which would permit all issuers, not just Emerging...more

Allen Matkins

SEC Enforcement Action Demonstrates That Timing Is Everything

Allen Matkins on

Rule 506 is a non-exclusive safe harbor from the registration requirements of the Securities Act of 1933. If an offering meets the conditions of either Rule 506(b) or 506(c), it is deemed to not involve a public offering...more

Mayer Brown Free Writings + Perspectives

Social Media Compliance Guide For Issuers, Broker-Dealers, And Advisers

Mayer Brown Free Writings + Perspectives on

[author: Trevor Starer] The use of social media raises many securities law and compliance challenges for issuers, broker-dealers, and investment advisers. This Compliance Guide summarizes briefly some key principles. ...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Corporate Finance Alert: SEC Staff Issues Interpretations on General Solicitation Prohibition"

Skadden, Arps, Slate, Meagher & Flom LLP on

The staff of the SEC Division of Corporation Finance (Staff) recently issued new Compliance and Disclosure Interpretations (CDIs) and an interpretive letter regarding the general solicitation prohibition in securities...more

Morgan Lewis

FINRA Publishes Guidance on Research Conflict of Interest Rules

Morgan Lewis on

FINRA explains the risk levels associated with communications regarding potential investment banking transactions: from low to high to “unmanageable.” On May 27, the Financial Industry Regulatory Authority (FINRA)...more

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