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General Solicitation › Securities and Exchange Commission (SEC)

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 -
Mayer Brown Free Writings + Perspectives

House Passes Expanding Access to Capital Act

Mayer Brown Free Writings + Perspectives on

On March 8, 2024, the House of Representatives passed the Expanding Access to Capital Act, H.R. 2799, which we had previously posted on the blog. ...more

Whitman Legal Solutions, LLC

Rule 506 Offerings Continue to be Popular with Real Estate Companies

Whitman Legal Solutions, LLC on

Like an accordionist, real estate sponsors often seek to be innovative. Cutting-edge opportunities like crowdfunding and online selling platforms call to them. However, based on statistics from the Securities and Exchange...more

Wyrick Robbins Yates & Ponton LLP

SEC Adopts Amendments to Expand the Communications Exemption for “Demo Days” and General Solicitations of Interest

Wyrick Robbins Yates & Ponton LLP on

Effective as of March 2021, the Securities and Exchange Commission (“SEC”) adopted several amendments “to facilitate capital formation and increase opportunities for investors by expanding access to capital for small and...more

Mintz Edge

New Rule 148 To Exempt “demo Days” From General Solicitation

Mintz Edge on

Effective as of March 15, 2021, the Securities and Exchange Commission (the “SEC”) adopted the new Rule 148 which permits entrepreneurs to speak more openly about opportunities for investment in their new enterprises at “Demo...more

Husch Blackwell LLP

SEC Revises Integration Framework And Its Associated Safe Harbors

Husch Blackwell LLP on

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

Kilpatrick

Recent Amendments to Exempt Offering Rules Include Significant Updates to “Integration” Framework

Kilpatrick on

On March 15, 2021, several previously-announced amendments to the Securities and Exchange Commission’s exempt offering rules took effect. The rule changes, which were first announced in November 2020, are designed, in the...more

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

Winstead PC

What Investment Advisers and Fund Managers can Expect from the SEC Under the Biden Administration

Winstead PC on

As we discussed in our recent post “What to Expect from the SEC Under the Biden Administration,” market participants can expect a more vigorous SEC enforcement program under the new administration. President Biden’s nominee...more

Farrell Fritz, P.C.

Why Private Capital and Crowdfunding Markets Should be Nervous about President Biden’s Regulatory Freeze

Farrell Fritz, P.C. on

A freeze on government regulation is generally perceived by most people as being a positive development for private enterprise.  Not necessarily so, however, when the regulation being frozen is itself a reform of preexisting...more

Stinson LLP

SEC Modernizes Investment Adviser Marketing and Solicitation Rules

Stinson LLP on

On December 22, 2020, the SEC created a new merged rule (Marketing Rule) that replaces two rules under the Advisers Act, rule 206(4)-1 (Marketing Rule), originally adopted in 1961, and rule 206(4)-3 (Solicitation Rule),...more

Morgan Lewis

The SEC’S New Marketing Rule: Key Takeaways for advisers

Morgan Lewis on

Investment advisers’ advertising and solicitation practices, and the media through which investment advisers communicate with clients and investors, have evolved considerably since the US Securities and Exchange Commission...more

Seyfarth Shaw LLP

SEC Modernizes Decades-Old Investor Marketing Rules to Address Evolution of Markets and Technology

Seyfarth Shaw LLP on

Seyfarth Synopsis: The Securities and Exchange Commission (“SEC”) adopted a new investor marketing rule to replace and modernize its current advertising and cash solicitation rules. Neither of these rules has been...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

Eversheds Sutherland (US) LLP

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

Eversheds Sutherland (US) LLP on

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

K&L Gates LLP

SEC Adopts Rule Changes To Promote Capital Investment And Harmonize Private Placement Framework

K&L Gates LLP on

INTRODUCTION - On 2 November 2020, the U.S. Securities and Exchange Commission (SEC) adopted significant amendments to the exempt offering framework under the Securities Act of 1933, as amended (Securities Act), to harmonize,...more

Hinshaw & Culbertson LLP

SEC Adopts Exempt Offering Rule Changes That Increase Offering Limits and Harmonize Exempt Offerings

Hinshaw & Culbertson LLP on

The Securities and Exchange Commission (SEC) on November 2, 2020, adopted a set of amendments to simplify and improve the exempt offering framework. The amendments are designed to make it easier for issuers to access the...more

Morrison & Foerster LLP

U.S. SEC Adopts Amendments Harmonizing The Exempt Offering Framework

Morrison & Foerster LLP on

On November 2, 2020, the U.S. Securities and Exchange Commission (SEC) voted to amend its rules to harmonize, simplify, and improve the exempt offering framework. The SEC believes that these amendments will promote capital...more

Pillsbury Winthrop Shaw Pittman LLP

SEC Adopts Amendments to Exempt Offering Rules

Pillsbury Winthrop Shaw Pittman LLP on

On November 2, 2020, the Securities and Exchange Commission (SEC) adopted amendments to its exempt offering rules, including Regulation D and Regulation A (Amendments). Many of the Amendments largely harmonize the existing...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Adopts Amendments To Exempt Offering Framework

Skadden, Arps, Slate, Meagher & Flom LLP on

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

Fenwick & West LLP

SEC Adopts Amendments Facilitating Opportunities for Access to Additional Capital

Fenwick & West LLP on

The U.S. Securities and Exchange Commission has issued a release adopting amendments (“final rules”) to certain of its rules relating to exemptions from registration under the Securities Act of 1933 (Securities Act). The...more

Proskauer Rose LLP

SEC Amends Rules to Facilitate Capital Raising in Private Offerings

Proskauer Rose LLP on

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

BCLP

SEC Modernizes Framework for Exempt Offerings

BCLP on

In another 3-2 vote, on November 2, 2020 the SEC approved significant amendments to the framework for exempt offerings intended to harmonize and simplify the framework for exempt offerings under the Securities Act of 1933. ...more

Hinshaw & Culbertson LLP

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

Hinshaw & Culbertson LLP on

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

Troutman Pepper

Using Regulation D Rule 506(c) to Raise Capital

Troutman Pepper on

Raising investment capital through private offerings has always been a challenge, especially for new and emerging investment managers. COVID-19 has exasperated this challenge by significantly limiting traditional means of...more

McCarter & English, LLP

Finders Keepers

McCarter & English, LLP on

SEC Proposes to Allow Finders to Receive Transaction-Based Compensation in Certain Limited Circumstances Without Having to Register as a Broker-Dealer- In an effort to help small and emerging businesses raise capital, the...more

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