PODCAST: Williams Mullen's Raising Capital 101: A Securities Podcast - What is a Private Offering?
Using Regulation D Rule 506(c) to Raise Capital
One Note Samba
WORD OF THE DAY® – Big Boy Letter
In the current uncertain economic environment, navigating complex capital and credit market conditions has become a core pillar of effective corporate stewardship. Boards of directors (responsible for enterprise-wide risk...more
Sustained demand, scalability, and investor-friendly project financing structures are helping to rapidly position data centers as critical infrastructure in the modern economy. Project finance in particular is playing an...more
With private capital providers now viewing sport as a distinct asset class, we explore the range of financing options available to support investment in sports-related businesses (including acquisitions) and to fund...more
As discussed in our previous article, “Raising Capital Through Private Placements Under Regulation D”, Regulation D provides exemptions to streamline capital raising and avoid the rigorous public disclosure requirements...more
On January 22, 2026, the Financial Industry Regulatory Authority, Inc. (“FINRA”) filed a proposed rule change with the Securities and Exchange Commission (“SEC”) to amend FINRA Rule 5123, which governs member filings in...more
On January 23, 2026, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (“SEC”) issued a series of interpretive guidance in the form of Compliance & Disclosure Interpretations (“C&DIs”)...more
On Friday Jan. 23, the staff of the SEC published a variety of new or revised rule interpretations generally designed to increase flexibility, consistent with the SEC’s recent declared focus on promoting public markets and...more
When a company is looking to raise third-party capital, it will frequently sell equity in the form of securities issued by the company. The U.S. Securities Act of 1933 (as amended, the “Securities Act”) prohibits the sale of...more
In December 2025, the Financial Industry Regulatory Authority, Inc. (“FINRA”) published its 2026 Annual Regulatory Oversight Report (the “Report”). The Report includes a focused discussion of private placements, highlighting...more
On this blog, we have commented quite a number of times regarding a number of trends affecting our capital markets—many of which have been a factor since the early 2000s and which have become more pronounced since the...more
The venture market in Q3 2025 resists simple characterization. Secondary market transaction volume remained muted, yet premium pricing rose to 38% of deals, up from 27% in Q2, marking a clear shift toward quality. ...more
On December 11, 2025, the House of Representatives passed a package of 22 bills that aim to lower regulatory requirements relating to several different aspects of the securities and capital markets in the United States —...more
For early-stage founders and investors attempting to structure investment in an early stage (pre-seed) company, the choice between a Simple Agreement for Future Equity (SAFE) and a Convertible Note significantly impacts the...more
In New World Resources Limited 02, the Takeovers Panel expressed concerns regarding a proposed placement of shares by a target company to a bidder. The Panel’s decision reiterates the need for target companies to take a...more
For public companies looking to raise capital relatively quickly and at a lower cost, equity lines of credit (ELOCs) and at-the-market equity offerings (ATMs) may be viable options. Both allow companies to control the timing...more
A Private Placement Memorandum (PPM) is a critical document used in private securities offerings to provide potential investors (the individuals or entities providing the funding) with detailed information about the...more
“Money makes the world go ’round,” sings the Emcee in Cabaret. For investors in a Broadway show, however, their money may not come back around at all. Although investing in a Broadway play or musical may appear glamorous—with...more
Given the rapid growth in private securities markets, broker-dealers are increasingly being provided with opportunities to facilitate private secondary transactions. “Section 4(a)(1½)” offers flexibility to broker-dealers in...more
The SEC’s latest regulatory agenda has officially been unveiled, and according to Chair Atkins the “regulatory agenda reflects that it is a new day” at the SEC. The regulatory agenda not only aims to clarify the regulatory...more
If your startup continues to follow the proverbial “hockey stick” of uninterrupted, exponential growth that you presented in your seed round pitch deck, you might always have easy access to capital and never encounter a...more
What is PISCES? The Private Intermittent Securities and Capital Exchange System (PISCES) is a UK government–backed initiative designed to enable private companies to offer and trade their existing shares in a controlled,...more
New fees from the Financial Industry Regulatory Authority (FINRA) are now on hold until 2027. Our Investment Funds Team examines the new schedule for public offering and private placement reviews....more
The September 12, 2025 deadline for EDGAR filers to complete their enrollment in the EDGAR system’s new login, password, and access protocols (these updates being referred to as “EDGAR Next”) is fast approaching. ...more
In response to a request for no-action submitted by the law firm Latham & Watkins on March 12, 2025 (No-Action Letter), the Securities and Exchange Commission (SEC) Division of Corporation Finance’s staff (Staff) provided new...more
The staff of the U.S. Securities and Exchange Commission (SEC) recently released a no action letter addressing when accredited investor status for purposes of Rule 506(c) of Regulation D can be established by a representation...more