Ropes & Gray’s PEP Talk: General Solicitation by Private Equity Funds Under 506(c)
Preserving Deferred Tax Assets in a Capital Raise
At the Northwestern/Pritzker 50th Annual Securities Regulation Institute in San Diego this week, SEC Commissioner Caroline Crenshaw gave the Alan B. Levenson Keynote Address. Her topic: exempt offerings and the private...more
Just as there are different types of operas, there are different types of securities subject to Securities and Exchange Commission (SEC) regulation. And like opera, securities aren’t always what one might expect. It's not...more
The SEC recently adopted amendments to Rule 501(a) of Regulation D of the Securities Act of 1933 that expand the definition of “accredited investor” by adding new categories of eligibility based on professional knowledge,...more
The Securities and Exchange Commission (the “SEC”) recently adopted amendments to the definition of “accredited investor,” which will permit a wider range of investors to participate in certain private offerings. The amended...more
The Securities and Exchange Commission on November 2, 2020, by a 3 to 2 vote, adopted significant changes to the rules governing capital raising through private offerings and other offerings exempt from registration under the...more
Yesterday, the SEC adopted, by a vote of three to two, amendments designed to harmonize and simplify the patchwork universe of private offering exemptions. The final amendments were informed by feedback received from the...more
On October 7, 2020, the U.S. Securities and Exchange Commission (“SEC”) voted 3-2 to propose a conditional exemption (“Exemption”) to permit natural persons to engage in limited securities activities as “finders” on behalf of...more
On August 26, 2020, the Securities and Exchange Commission (SEC) adopted new final rules intended to modernize the existing rules, and provide additional flexibility for certain entities and individuals the SEC deems...more
INTRODUCTION - On 26 August 2020, the U.S. Securities and Exchange Commission (the SEC) adopted amendments to Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the Securities Act), which...more
On Wednesday, August 26, 2020, the Securities and Exchange Commission (the “SEC”) changed the investment landscape as we know it by modestly relaxing the eligibility rules for investment in private offerings. The Adopting...more
Introduction - On 26 August 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (Securities Act), which expand the...more
On August 26, 2020, the Securities and Exchange Commission (SEC) adopted amendments to the definition of “accredited investor,” allowing individual investors with certain financial knowledge and professional expertise to...more
On August 26, 2020, the Securities and Exchange Commission (SEC) adopted amendments to expand the “Accredited Investor” definition in Rule 501(a) of the Securities Act of 1933, as amended (Securities Act). The amendments...more
This alert provides a brief discussion of the practice of using unregistered “finders” in the context of a private securities offering. We provide background on the process, discuss various risks and considerations, and...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
The SEC issued a concept release on June 18, 2019 seeking public comment on a broad range of issues relating to private offerings of securities. The SEC’s stated goal is “to simplify, harmonize and improve the exempt...more
On Tuesday, June 18, 2019, the SEC issued a Concept Release seeking comments on how to rationalize and simplify the framework governing exempt offerings in order to expand the opportunities for making investments while...more
Recently, the SEC issued a concept release to obtain input on possible changes to the offering rules. The SEC may change Regulation D private placements, Regulation Crowdfunding, secondary trading rules, the accredited...more
The SEC posted its new, much anticipated concept release seeking public comment on ways to harmonize and streamline the patchwork universe of private placement exemptions and “to expand investment opportunities while...more
The SEC recently proposed allowing all issuers (not just emerging growth companies) to test-the-waters with qualified institutional investors (QIBs) and institutional accredited investors (IAIs) before and after filing a...more
On August 6, 2015, the Securities and Exchange Commission (SEC) staff issued important guidance concerning general solicitation and general advertising (collectively, general solicitation), including the use of online...more
U.S. Structured Warrant Programs: Introduction - U.S. and non-U.S. banks have offered structured warrants in the U.S. to address the needs of both institutional and high-net worth investors. This article will...more
The fundraising process requires countless hours to develop and refine an investor pitch. While the majority of that time will be focused on how to find and raise money from the best investors on the best terms, it is...more
Despite the attempt by the State of Montana’s securities division to stay the rule, Regulation A+ is effective as of today, June 19, 2015. Regulation A+ allows companies organized in the U.S. and Canada to raise money...more
Many companies should be able to take advantage of new SEC rules that will permit them to sell up to $50 million of securities to investors in a 12-month period without “going public.” TWO TIER SCHEME - Rules...more