Ropes & Gray’s PEP Talk: General Solicitation by Private Equity Funds Under 506(c)
Preserving Deferred Tax Assets in a Capital Raise
On March 15, 2021, at long last, the Securities and Exchange Commission (“SEC”)’s proposed amendments to the private offering rules (a process which began in June 2019 via a concept release) are anticipated to go into effect....more
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
On November 2, the SEC adopted amendments designed to harmonize and simplify the existing, complicated framework of private offering exemptions—the primary method by which private companies raise capital. The amendments...more
On November 2, 2020, the Securities and Exchange Commission (SEC) voted to amend its rules in order to harmonize, simplify, and improve the multilayered and overly complex exempt offering framework. The SEC believes the...more
Startups, and particularly first-time founders, typically find that raising funds is a significant, challenging and time-consuming process. There are many ways a founder can secure funding, including crowdfunding,...more
The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), was promoted as a new piece of legislation creating groundbreaking additional pathways to funding for companies, which was especially highlighted by the 2008...more
On March 4, 2020, the Securities and Exchange Commission (the “Commission”) proposed amendments to the private offering exemptive framework under the Securities Act of 1933, as amended (the “Securities Act”) to “simplify,...more
On March 4, 2020, the Securities and Exchange Commission (SEC) proposed broad changes to the current private offering framework. Recognizing the growing market for private investments, this is the latest in a series of recent...more
The Securities and Exchange Commission is proposing to expand the definition of “accredited investor” to include additional entities that could bear the economic risks of investment and certain financially sophisticated...more
I. INTRODUCTION - A. Outline Coverage - This outline reviews the SEC’s interpretations that relate to the integration of private and public offerings and the challenges they impose for the capital formation process....more
On February 16, 2016, the SEC posted an investor bulletin relating to equity crowdfunding intended to educate the public about the process for investing in equity crowdfunding and some of the risks involved. On May 16, 2016,...more
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
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
The growing use of social media has created challenges for federal securities regulators, who must enforce antifraud rules that were written at a time when the prevailing technology was the newspaper. This Guide...more
In the Summer 2014 issue of the PE Newsletter we reviewed a private placement platform set up by ACE Portal, in partnership with the New York Stock Exchange, to facilitate the private placement of securities by issuers. The...more
Eligibility and Offering Size - For many years, SEC Regulation A languished as an exemption from registration that nobody really used. Although securities issued in a Regulation A offering are not “restricted securities”...more
In a recent article titled JOBS Act State of the Union (well worth a read in full), Samuel Guzik makes the case that the SEC has given up on creating rules to implement Title III crowdfunding under the JOBS Act. Title III of...more
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
REGULATION FD - Beginning in 1999 and continuing into 2000, media reports about selective disclosure of material nonpublic information by issuers raised concerns that select market professionals who were privy to this...more