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General Solicitation › Securities and Exchange Commission (SEC) › Securities Act of 1933

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 -
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

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

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

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

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

Morrison & Foerster LLP

SEC Publishes Proposed Amendments To Exempt Offering Rules

Morrison & Foerster LLP on

On March 4, 2020, the Securities and Exchange Commission (“SEC”) published Release No. 33-10763, “Facilitating Capital Formation and Expanding Investment Opportunities by Improving Access to Capital in Private Markets” to...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

Bass, Berry & Sims PLC

The Rumors of the Death of Gun Jumping Have Been Greatly Exaggerated

Bass, Berry & Sims PLC on

Generally speaking, the federal securities laws were drafted with the purpose of limiting the kind and amount of pre-offering publicity permitted in registered public offerings. Pursuant to Section 5(c) of the Securities Act...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

Morrison & Foerster LLP

Practice Pointers on Navigating the Securities Act’s Prohibition on General Solicitation and General Advertising

Morrison & Foerster LLP on

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

Morrison & Foerster LLP

SEC Proposes Rule Changes to Pave the Way for Intrastate and Regional Offerings

Morrison & Foerster LLP on

At the same time the Securities and Exchange Commission (the “SEC”) adopted rules implementing Regulation Crowdfunding pursuant to Title III of the Jumpstart Our Business Startups Act (the “JOBS Act”), the agency proposed...more

Mintz

Mintz TechConnect - October 2015

Mintz on

Letter from the Editors - We are thrilled to provide you with the first issue of Mintz Levin’s TechConnect, a bi-monthly newsletter on “all things technology” in the legal and business world, from our perspective, of...more

K&L Gates LLP

HALOS in the Making: Helping Angels Lead our Startups Act

K&L Gates LLP on

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

Goodwin

SEC Staff Announces 2014 Broker-Dealer Examination Priorities

Goodwin on

The SEC’s Office of Compliance Inspections and Examinations (“OCIE”) announced the 2014 examination priorities (the “Announcement”) for its National Examination Program (the “NEP”). The priorities are organized according to...more

Katten Muchin Rosenman LLP

SEC Division of Corporation Finance Issues 11 New C&DIs

Katten Muchin Rosenman LLP on

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

Baker Donelson

Small Business Securities Bulletin: By Popular Demand - SEC Proposes Crowdfunding Rules

Baker Donelson on

By way of background, pursuant to Section 5 of the Securities Act of 1933 (Securities Act) and state securities laws, any offer and sale of a security must be registered with the Securities and Exchange Commission (SEC) and...more

Latham & Watkins LLP

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

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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

Dechert LLP

Private Equity Newsletter - Autumn 2013 Edition: SEC Permits General Solicitation and General Advertising in Private Placement...

Dechert LLP on

Most private equity funds that are subject to the U.S. securities laws have relied on Rule 506(b), a safe harbor under Section 4(a)(2) of the Securities Act of 1933 (Securities Act), in forming funds and soliciting investors....more

Skadden, Arps, Slate, Meagher & Flom LLP

"Corporate Finance Alert: Changing the Private Placement Playbook – General Solicitation and General Advertising Now Permitted for...

Skadden, Arps, Slate, Meagher & Flom LLP on

On September 23, 2013, new Securities and Exchange Commission rules took effect that: - Eliminate the prohibition against general solicitation and general advertising in private offerings made in reliance on Rule 506...more

Allen Matkins

SEC’s Bad Actor Rules Roil Opinion Practice

Allen Matkins on

The SEC’s bad actor rules are causing a great deal of consternation amongst lawyers who are being asked to give opinions that the offer and sale of securities do not require registration under the Securities Act of 1933. ...more

Baker Donelson

General Solicitation and Advertising Permitted under Rule 506(c) – The SEC Takes First Steps in JOBS Act Rulemaking

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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

BakerHostetler

Amended Rule 506 - Lifting the Ban on General Solicitation

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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

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