News & Analysis as of September 19, 2024

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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 -

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

Morgan Lewis on 1/5/2021

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

Using Regulation D Rule 506(c) to Raise Capital

Troutman Pepper on 10/16/2020

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

SEC Proposes Amendments to Advertising and Client Solicitation Rules under the Investment Advisers Act

Sullivan & Worcester on 11/18/2019

The U.S. Securities and Exchange Commission (the “SEC”) proposed on November 4, 2019 significant amendments to its current rules under the Investment Advisers Act of 1940 (the “Advisers Act”) relating to investment adviser...more

SEC To Overhaul Investment Adviser Advertising Rule

A&O Shearman on 11/18/2019

Two facts may come as a surprise about the U.S. Securities and Exchange Commission’s existing investment adviser advertising rule: that it literally fits on one page, and that it has not been updated since 1961. These facts...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

House of Representatives Passes the HALOS Act; Fair Access to Investment Research Act of 2016 is Introduced

Morrison & Foerster LLP - JOBS Act on 4/29/2016

On April 27, 2016, the House of Representatives passed the Helping Angels Lead Our Startups Act (H.R. 4498) (the “HALOS Act”), which was first introduced on April 16, 2015. The HALOS Act directs the SEC to amend Regulation D...more

SEC Provides Guidance on “General Solicitation” in C&DIs and No-Action Letter

Akin Gump Strauss Hauer & Feld LLP on 8/31/2015

On August 6, 2015, the Staff of the Securities and Exchange Commission’s (SEC) Division of Corporation Finance issued new compliance and disclosure interpretations (C&DI Questions 256.23 through 256.33) regarding the meaning...more

New ACE Portal/NYSE Platform Could Facilitate Private Equity Fund Raising

Dechert LLP on 8/21/2014

An enduring challenge of private equity is fund raising, whether in connection with fund formations, portfolio company financings or limited partner secondary sales. The recent modification of the SECs rules on general...more

SEC Staff Provides Rule 506(c) Verification Guidance

Morrison & Foerster LLP - JOBS Act on 7/8/2014

The SEC Staff recently provided further guidance on the provisions of Rule 506(c) of Regulation D which permit the use of general solicitation and general advertising when sales are made only to accredited investors and the...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

SEC Releases New FAQs On General Solicitation

Stinson - Corporate & Securities Law Blog on 11/14/2013

On November 13, 2013, the SEC released new compliance and disclosure interpretations (which we’re calling FAQs) aimed at addressing common questions relating to private offerings that make use of general solicitation under...more

Setting The Record Straight On The New General Solicitation Rules

Sheppard Mullin Richter & Hampton LLP on 11/12/2013

On September 23, 2013, the final rules eliminating the prohibition on general solicitation and advertising for certain offerings under Rule 506 went into effect. While this development was anticipated with much excitement by...more

Are Condo Hotels Making A Comeback?

Bilzin Sumberg on 11/8/2013

Condo hotels offer private individuals the opportunity to purchase a condominium unit for personal use part of the year and for rent to the general public as part of a hotel when it is not in use by the owner. These projects...more

Reasonable Steps to Verify - Third Party Certification Procedure Designed to Comply with New SEC Rules Permitting General...

K&L Gates LLP on 10/9/2013

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

General Solicitation – Week One – Flying Cars And More

Stinson - Corporate & Securities Law Blog on 9/26/2013

It began with announcements like this from AngelList. For just $99 plus $25 per investment, wefunder will let you create a create a “beautiful profile” and send updates to followers, and provide free investment contracts,...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

How To Use Electronic Media To Access Accredited Investors Under The New SEC Rules

Carlton Fields on 9/19/2013

Effective September 23, 2013, pursuant to new SEC Rule 506(c), issuers of securities are allowed to reach “accredited investors” through general solicitation as long as they take adequate precautions to a) limit the offering...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

Update! New JOBS Act Regulations

Chambliss, Bahner & Stophel, P.C. on 8/29/2013

Several of our discussions have mentioned the SEC’s delay in adopting final implementing regulations under the JOBS Act of 2012, however, on September 23, 2013 a few new JOBS Act regulations will become effective to implement...more

New Rule 506(d) "Bad Actor" Disqualification - A Continuous Diligence Headache for Emerging Companies

McCarter & English, LLP on 8/26/2013

As required by the Dodd-Frank Act, the SEC on July 10, 2013, adopted final Rule 506(d) to "disqualify felons and other bad actors" from Regulation D private offerings. New Rule 506(d) identifies persons and triggering events...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

All The World’s A Stage, But The SEC Isn’t Allowing All Actors To Play Upon It

Allen Matkins on 8/16/2013

Every Rule Must Play It’s Part, But This Part Is A Sad One - There is much to dislike in the SEC’s recent “bad actor” rule amendments. While Congress conceived the idea of disqualifying bad actors (Section 926 of the...more

Practical Considerations For A Rule 506(c) General Solicitation

Troutman Pepper on 8/14/2013

So you want to jump into the fray and take advantage of the new opportunities created by the JOBS Act’s elimination of the ban on general advertising of private placements?...more

JOBS Act Implementation Regulations

Troutman Pepper on 8/12/2013

The Jumpstart Our Business Startups Act (JOBS Act) regulations, which were announced on July 10 and which become effective on September 23, promise a new era for capital raising for operating companies and private funds...more

New Rules May Revolutionize Private Placements: Five Steps You Can Take NOW to be Prepared

Smith Anderson on 8/9/2013

The Securities and Exchange Commission (“SEC”) recently took action to implement certain provisions of the Jumpstart Our Business Startups Act (“JOBS Act”) and the Dodd-Frank Wall Street Reform and Consumer Protection Act...more

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