JOBS Act, Accredited Investors, Regulation D

Relief for Pre-Verified Accredited Investors May Encourage Rule 506(c) Offerings

Farrell Fritz, P.C. on 2/16/2021

It’s pretty common for issuers in follow-on offerings to solicit investors from previous rounds first. Indeed, doing so is often mandatory when early investors have preemptive rights. ...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 Expands Accredited Investor Definition

Whitman Legal Solutions, LLC on 9/10/2020

History of the Accredited Investor Definition - In 1982, the SEC adopted Regulation D (Reg D) under Section 4(2). Rule 506(b) of Reg D establishes a safe harbor for issuers wishing to rely upon the private placement...more

Rule 506(b) Offerings Continue to Dominate Small Business and Real Estate Equity Offerings

Whitman Legal Solutions, LLC on 1/13/2020

Most start-up businesses and real estate funds are in the same position as professional violinists–they don’t have sufficient capital to finance their business plans or real estate acquisitions. They may have access to some...more

SEC Proposes New Accredited Investor Rule

Whitman Legal Solutions, LLC on 1/2/2020

Access to invest in private placement securities reminds me of All-State Orchestra. Private placements provide unique investment opportunities that can help investors diversify their portfolios. Yet, most private placements...more

A Rising Tide May Lift All Boats: SEC Adopts Rule 163B, Permitting All Issuers to “Test the Waters”

Pillsbury Winthrop Shaw Pittman LLP on 10/31/2019

The rule is an expansion of a popular modernization reform previously only available to emerging growth companies. All issuers considering a registered securities offering will now be able to engage in “testing-the-waters”...more

“Three’s A Charm”: House Adopts JOBS Act 3.0 To Fix Earlier Capital Raising Reform Efforts

Farrell Fritz, P.C. on 7/24/2018

t’s not often that the House of Representatives votes nearly unanimously on anything noteworthy these days, but that’s exactly what the House did on July 17 in voting 406-4 for the “JOBS and Investor Confidence Act of...more

New JOBS Act Rules Regarding Accredited Investor Determination

Lowndes on 11/22/2016

New SEC rules mandated by the JOBS Act require that an issuer’s determination of an investor’s “accredited investor” status must be made as of the last day of the issuer’s most recent fiscal year rather than at the time of...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

Regulation Crowdfunding: Worth the Wait?

Partridge Snow & Hahn LLP on 5/11/2016

You’ve been waiting more than four years since Congress passed the JOBS Act to use equity crowdfunding to raise capital for your company. On May 16, 2016, the SEC’s final crowdfunding rules under the Securities Act of 1933...more

The CATO Institute Assesses the Effectiveness of the JOBS Act

Morrison & Foerster LLP - JOBS Act on 5/5/2016

On May 3, 2016, the CATO Institute published a policy paper titled, “A Walk Through the JOBS Act of 2012: Deregulation in the Wake of Financial Crisis,” which assesses the JOBS Act and offers certain policy recommendations. ...more

The Equity Crowdfunding Rules: What You Need to Know

Foley & Lardner LLP on 5/5/2016

The SEC’s equity crowdfunding rules finally go into effect this month almost four years after Congress passed the JOBS Act, requiring the relaxing of certain rules on raising funds. So what does equity crowdfunding actually...more

SEC Finally Adopts Federal Crowdfunding Rules: All That Glitters May Not Be Gold

Adler Pollock & Sheehan P.C. on 11/3/2015

On October 30, 2015, the Securities and Exchange Commission (“SEC”), by a 3-1 vote, adopted the long-anticipated final rules permitting federal crowdfunding (“Title III Crowdfunding”), providing a potentially attractive...more

Crowdfunding and Real Estate Development

Sands Anderson PC on 9/17/2015

The real estate development market continues to open up to crowdfunding, and the changes to capital raising for real estate projects could be significant if only a small portion of the potential of these new methods take...more

New Era in Private Capital Raising – Opening Up General Solicitation and General Advertising

Sands Anderson PC on 8/25/2015

The next few years may be the largest watershed event in opening up private equity capital since the 1980s when Regulation D was first published by the Securities and Exchange Commission (“SEC”). By allowing general...more

Glossary of Important Securities Regulation Terms and Definitions

Adler Pollock & Sheehan P.C. on 8/20/2015

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

SEC Proposes New Exchange Act Registration Thresholds and Changes to Certain “Held of Record” Definitions

Foley Hoag LLP on 1/8/2015

On December 18, 2014, the Securities and Exchange Commission proposed new rules regarding the thresholds at which issuers may become reporting companies under Section 12(g) of the Securities Exchange Act of 1934, as amended...more

Angels in Limbo: Congress and SEC Consider Regulatory Changes with Potential for Profound Effects on Start-Up Investments

K&L Gates LLP on 9/29/2014

Three events occurred during 2013 that have the potential to significantly affect angel investment around the country: (1) the Securities and Exchange Commission (“SEC”) lifted the prohibition on general solicitation for...more

SEC Division of Corporation Finance Issues C&DIs Relating to Accredited Investor Verification Methods

Katten Muchin Rosenman LLP on 7/15/2014

On July 3, the Securities and Exchange Commission’s Division of Corporation Finance issued six new Compliance and Disclosure Interpretations (C&DIs) with respect to determination of accredited investor status and, in...more

SEC Issues Proposed Rules Intended to Protect Investors and Gather Additional Information in Connection With Permitting General...

Clark Hill PLC on 10/14/2013

On July 10, 2013, the Securities and Exchange Commission ("SEC") issued proposed rules regarding amendments to Regulation D, Form D and Rule 156 of the Securities Act. The SEC has requested comments on the proposed rules....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

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

The Jump-Start Our Business Start-Ups Act › Accredited Investors › Regulation D