News & Analysis as of September 18, 2024

Bad Actors

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The Jump-Start Our Business Start-Ups Act is a United States federal law enacted in 2012 to increase start-up companies' access to capital by easing certain restrictions on seeking and soliciting private... more +

FAQ: What Businesses Need to Know About Investment Crowdfunding

Ward and Smith, P.A. on 11/9/2017

What is Crowdfunding? Crowdfunding is a marketing tool that businesses use to obtain capital from a large number of individuals, typically over the Internet....more

SEC Staff Provides Clarification of Scope of Bad Actor Disqualification

Akin Gump Strauss Hauer & Feld LLP on 12/6/2013

The staff of the Securities and Exchange Commission’s Division of Corporation Finance published “Compliance and Disclosure Interpretations” (CDIs) on Wednesday, December 4, 2013, that provide important clarification regarding...more

SEC’s Bad Actor Rules Roil Opinion Practice

Allen Matkins on 10/9/2013

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

Financial Services Quarterly Report - Third Quarter 2013: U.S. Private Offerings: SEC Approves JOBS Act Requirement to Permit...

Dechert LLP on 10/7/2013

The SEC has amended1 Rule 506 of Regulation D and Rule 144A under the Securities Act of 1933 (“Securities Act”) to (1) permit, in certain circumstances, an issuer to engage in general solicitation and general advertising in...more

Concurrent EB-5 Offerings In The United States And Abroad

Carlton Fields on 10/2/2013

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

SEC Proposes Amendments to Regulation D, Form D, and Rule 156

Akerman LLP on 8/19/2013

On July 10, 2013, the U.S. Securities & Exchange Commission (Commission) adopted rules eliminating the ban on general solicitation and advertising in certain private offerings, as required by Section 201(a)(1) of the...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

Opportunities and Pitfalls of the New Offering Rules

Cohen & Gresser LLP on 8/6/2013

On July 10, 2013, the SEC substantially changed the rules for conducting unregistered offerings in reliance on Rule 506 of Regulation D by: - Lifting the ban on general solicitation and advertising in offerings where...more

Introduction To JOBS Act Regulations Effective On September 23, 2013

Troutman Pepper on 8/2/2013

On July 10 the Securities and Exchange Commission (SEC) adopted implementing regulations under the JOBS Act of 2012 (concerning the relaxation of the prohibitions against “general solicitations” under Regulation D under the...more

SEC Rule 506 Amendments and Blue Sky

Morrison & Foerster LLP - JOBS Act on 8/2/2013

The Securities and Exchange Commission took some long-awaited action in the area of private offerings at its open meeting on July 10, 2013. The Commission issued two releases adopting final rules (i) to eliminate the...more

SEC adopts rules eliminating the prohibition against general solicitation and advertising in Rule 506 offerings to accredited...

Saul Ewing LLP on 7/17/2013

On July 10, 2013, the Securities and Exchange Commission (the “Commission”) amended Rule 506 of Regulation D to permit an issuer to engage in advertising or general solicitation in offering and selling securities pursuant to...more

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