News & Analysis as of September 22, 2024

Securities Act of 1933

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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 +

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2019 Edition

Latham & Watkins LLP on 9/10/2019

Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

US IPO Guide 2016 Edition

Latham & Watkins LLP on 7/11/2016

This is our initial public offering guide. It will help you decide whether an IPO is the right move for your company and, if so, help you make sure your IPO goes off as quickly and as smoothly as possible, without any...more

JOBS Act Quick Start – A Brief Overview of the JOBS Act, 2016 Update

Morrison & Foerster LLP - JOBS Act on 2/1/2016

Many market participants were taken by surprise by the enactment of the Jumpstart Our Business Startups (JOBS) Act. The JOBS Act, HR 3606, was passed by the United States House of Representatives on March 8, 2012. On March...more

What's Market? Update: Securities

Goulston & Storrs PC on 10/21/2015

Amendments to Regulation A adopted by the SEC to comply with a mandate in the JOBS Act took effect on June 19, 2015. Regulation A as amended (often referred to as “Regulation A+”) expands the maximum aggregate amount that...more

Beware the "Bad Actor" - SEC Disqualification and Disclosure Requirements Affect Private Offering Issuers

Baker Donelson on 4/1/2014

Effective September 23, 2013, the Securities and Exchange Commission (SEC) implemented Section 926 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which provided for expanded liability for "bad actors" in...more

The Good, the Bad and the Offer: Law, Lore and FAQs

Latham & Watkins LLP on 3/7/2014

An Updated Look at the World of Offers - It all seems simple enough. The concept of “offer” is broad under the securities laws, so companies and underwriters need to be careful about any publicity in connection with a...more

The recently finalized "Bad Actor" rules and their applicability to CLO transactions

Dechert LLP on 10/25/2013

Section 926(1) of the Dodd-Frank Act required the Securities and Exchange Commission (“SEC”) to adopt rules that disqualify securities offerings involving certain felons and other “bad actors” from reliance on Rule 506 under...more

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

Latham & Watkins LLP on 10/24/2013

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

SEC Gets Tough On Bad Actors

Troutman Pepper on 9/11/2013

New Securities and Exchange Commission (SEC) Rule 506(d), which is set to take effect September 23, 2013, disqualifies securities offerings from reliance on the private placement exemption of Rule 506 of the Securities Act of...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

Corporate and Securities Alert: SEC Clears Way for General Solicitation in Private Securities Offerings

Fenwick & West LLP on 8/15/2013

New regulations approved by the Securities and Exchange Commission (SEC) in July 2013 give companies greater freedom to communicate with potential investors in certain private securities offerings, creating both new...more

Shout It From the Rooftops! SEC Removes Ban on General Solicitation and Advertising for Certain Private Placements

Skadden, Arps, Slate, Meagher & Flom LLP on 8/15/2013

On July 10, 2013, the Securities and Exchange Commission (SEC) eliminated the restriction on general solicitation and general advertising in certain private placements, providing increased flexibility for marketing and other...more

SEC Adopts JOBS Act Private Placement Provisions: Lifts Ban on General Solicitation and Advertising in Private Placements

Patterson Belknap Webb & Tyler LLP on 7/31/2013

On July 10, 2013, the Securities and Exchange Commission (“SEC”) approved by a vote of 4-1 final rules that eliminate the prohibition against general solicitation and advertising in certain private offerings of securities. ...more

SEC Issues Final Rules Implementing Provisions under the JOBS Act and Dodd-Frank: Prohibition on General Solicitation and...

Akerman LLP on 7/29/2013

On July 10, 2013, the Securities and Exchange Commission (Commission), issued final rules implementing provisions of the Jumpstart our Business Startups Act (JOBS Act) and the Dodd-Frank Wall Street Reform and Consumer...more

Goldilocks, Porridge and General Solicitation

Morrison & Foerster LLP on 7/11/2013

Introduction - At long last, the U.S. Securities and Exchange Commission (SEC) took action today to implement rules that complied with the JOBS Act mandate to relax the prohibition against general solicitation in...more

New Freedoms & Heightened Scrutiny Complicate the US Private Fund Marketing Environment

Morrison & Foerster LLP on 2/22/2013

Originally published in CorporateLiveWire on February 21, 2013. The last few years have witnessed tectonic shifts in U.S. laws and regulations that effect the management and operations of hedge funds, private equity...more

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