JOBS Act, General Solicitation, Rule 506 Offerings

SEC Enforcement Action Demonstrates That Timing Is Everything

Allen Matkins on 1/23/2019

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

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

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

Citizen.VC No Action Letter: Clarity and Guidance for Conducting a Private Placement Online

Mintz on 8/10/2015

The SEC has recently provided clarity as to how an issuer of securities can conduct a private placement in a password protected web page under Rule 506(b), without it being deemed a “general solicitation” and thereby being...more

CFTC Grants Exemptive Relief to Private Fund Managers: General Solicitation Conditionally Permitted

Troutman Pepper on 9/18/2014

The JOBS Act and the regulations thereunder (which went effective on September 23, 2013) applies to private issuers – including hedge funds and private equity funds – that want to make general solicitations within the context...more

SEC Issues Interpretive Advice About Verification Safe Harbors Under Rule 506(c)

Foley Hoag LLP on 7/18/2014

The availability of the private placement exemption under SEC Rule 506 depends in large measure upon determinations that purchasers are “accredited investors” under the rules. Where there is no general solicitation, Rule...more

In Case You Missed It - Interesting Items for Corporate Counsel

Stoel Rives LLP on 4/11/2014

The Director of the SEC’s Division of Corporation Finance, Keith Higgins, recently gave the keynote address, here, at the 2014 Angel Capital Association Summit. He focused on the following three items on the SEC rulemaking...more

Corporate Communicator - Spring 2014

Snell & Wilmer on 3/28/2014

In this issue of the Corporate Communicator we bring you two short articles on important developments from the SEC relating to private securities offerings and private M&A transactions. In the first article, we discuss the...more

Keith Higgins Speaks To JOBS Act Misperceptions: • The Staff Will Not Be Quick To Second Guess • “Venture Fairs” And “Demo Days”...

Stinson - Corporate & Securities Law Blog on 3/28/2014

In a recent speech, Keith Higgins, Director, SEC Division of Corporation Finance, gave his views on certain misperceptions and other matters regarding general solicitation under the JOBS Act....more

General Solicitation and Bad Actor Guidance from the SEC

Skadden, Arps, Slate, Meagher & Flom LLP on 2/17/2014

The Securities and Exchange Commission (the “SEC”) has released a series of Compliance and Disclosure Interpretations (the “Interpretations”) recently addressing the general solicitation exemption under new Rule 506(c) of...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

Bad Actor Guidance from the SEC Staff

Morrison & Foerster LLP - JOBS Act on 12/5/2013

Recently posted Compliance and Disclosure Interpretations follow. Question 260.14 - Question: When is an issuer required to determine whether bad actor disqualification under Rule 506(d) applies?...more

The Value of Relationships

Morrison & Foerster LLP - JOBS Act on 11/22/2013

Maybe, given that we’re living in the age of social media with Facebook “friends” and LinkedIn contacts, it shouldn’t be all that surprising that the value of relationships may appear to have diminished. In fact, in many...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

SEC Issues Proposed Rules on Crowdfunding Capital Markets

Akin Gump Strauss Hauer & Feld LLP on 10/25/2013

Yesterday, the SEC proposed rules to permit companies to offer and sell securities through crowdfunding, as required by the Jumpstart Our Business Startups Act of 2012. Crowdfunding, which has become popular in recent years...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

Investment Management Legal + Regulatory Update -- October 2013

Morrison & Foerster LLP on 10/24/2013

- Regulatory Updates: CFTC Adopts “Substituted Compliance” Approach for Registered Investment Companies that are Commodity Pools; SEC’s Final Rules on General Solicitation and Bad Actor Disqualification for Investment...more

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

Dechert LLP on 10/18/2013

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

Questions About Third-Party Confirmations Of Accredited Investor Status

Allen Matkins on 10/16/2013

Countless memoranda and alerts have been issued about the SEC’s adoption of rule amendments eliminating the prohibition against general solicitation and general advertising in Rule 506 and Rule 144A offerings. Congress...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

Hedge Funds Begin General Solicitation

Stinson - Corporate & Securities Law Blog on 10/11/2013

According to this article dated October 4, 2013, eight hedge funds had filed Form D’s indicating they were engaged in general solicitation. My unscientific review of 25 Form D’s (all filers, not just hedge funds) filed...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

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

The Jump-Start Our Business Start-Ups Act › General Solicitation › Rule 506 Offerings

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