News & Analysis as of September 22, 2024

General Solicitation › Registration Requirement

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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 -

Joint Venturers Beware – Underestimating the Importance SAM Registrations Can Sink Your Proposal

Maynard Nexsen on 3/9/2023

Protests filed at the U.S. Court of Federal Claims (“COFC”) differ in many ways from protests before the U.S. Government Accountability Office (“GAO”). For example, protests before GAO are uniform given that they are...more

SEC Revises Integration Framework And Its Associated Safe Harbors

Husch Blackwell LLP on 6/24/2021

The Securities and Exchange Commission (SEC) recently published extensive rules to modernize the private placement framework of the federal securities laws. On March 15, 2021, the Final Rules became effective. The SEC goal...more

On the right track: Securities & Exchange Commission adopts rules to streamline private offering exemptions

Eversheds Sutherland (US) LLP on 12/2/2020

On November 2, 2020, the Securities and Exchange Commission (the SEC) voted to adopt final amendments (the Amendments) to “simplify, harmonize, and improve certain aspects of the exempt offering framework.” The Securities Act...more

SEC Adopts Amendments To Exempt Offering Framework

Skadden, Arps, Slate, Meagher & Flom LLP on 11/16/2020

The Securities and Exchange Commission (SEC) recently adopted final rules that significantly revise the exempt offering framework, expanding access to capital markets for both issuers and investors. Key changes include the...more

SEC Amends Rules to Facilitate Capital Raising in Private Offerings

Proskauer Rose LLP on 11/12/2020

On November 2, 2020, the Securities and Exchange Commission adopted amendments to facilitate the use of private, or “exempt,” offerings. The changes will impact offerings structured pursuant to Section 4(a)(2), Regulation D...more

New Proposed SEC Rule Would Allow Finders to Receive Commissions Without Registering as a Broker Dealer

Hinshaw & Culbertson LLP on 11/4/2020

In order to clarify various no action letters and court decisions, the Securities and Exchange Commission (SEC) has proposed an rule that would allow two classes of “finders” to avoid having to register as a broker-dealer or...more

SEC Enforcement Action Demonstrates That Timing Is Everything

Allen Matkins on 1/23/2019

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

CFTC Proposes to Simplify, Modernize Commodity Pool Operator and Commodity Trading Advisor Regulations

Skadden, Arps, Slate, Meagher & Flom LLP on 11/14/2018

On October 18, 2018, the Commodity Futures Trading Commission (CFTC) published a proposal in the Federal Register (Proposed Rule) to amend several key compliance and registration regulations governing commodity pool operators...more

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

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General Solicitation › Registration Requirement

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