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General Solicitation › Registration

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 -
Smith Anderson

Guidance Provides Path Forward for Accredited Investor Verification

Smith Anderson on

As mandated by Congress in Section 201(a) of the Jumpstart Our Business Startups Act, in July 2013 the Securities and Exchange Commission (SEC) amended Rule 506 under Regulation D of the Securities Act of 1933, creating a new...more

Polsinelli

Update: SEC Releases Long-Awaited Proposed Crowdfunding Rules

Polsinelli on

In This Issue: - Requirements and Obligations Governing Crowdfunding Offerings - Regulation of Crowdfunding Portals - Additional Notable Provisions of the Proposed Rules - Next Steps - For More Information...more

Latham & Watkins LLP

New Regulation D General Solicitation and “Bad Actor” Disqualification: Considerations for Private Funds

Latham & Watkins LLP on

Offerings of private investment fund interests routinely rely on Rule 506 of the Regulation D “safe harbor” from registration under the Securities Act of 1933. Historically, such offerings have been strictly required to avoid...more

Carlton Fields

Concurrent EB-5 Offerings In The United States And Abroad

Carlton Fields on

Until recently, U.S. offerors and others had to make offerings of EB-5 project investments solely offshore in order to benefit from Regulation S, an exclusion from registration requirements. The offerors had to exclude...more

Troutman Pepper

Private Placements Under New Rule 506(c) – Interplay With Other Exemptions And State Law Implications

Troutman Pepper on

A fundamental precept of the federal securities laws is that any purchase or sale of a security must either be registered under the Securities Act of 1933 (the Securities Act) or qualify for an exemption from registration....more

Brooks Pierce

SEC Ramps Up Its Private Equity Parade

Brooks Pierce on

Bruce Karpati, chief of the SEC’s Asset Management Unit, promised us several weeks ago that enforcement actions against private equity firms were about to heat up. He wasn’t kidding. Last Monday, the SEC filed two sets of...more

Katten Muchin Rosenman LLP

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

Katten Muchin Rosenman LLP on

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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