Using Regulation D Rule 506(c) to Raise Capital
One Note Samba
WORD OF THE DAY® – Big Boy Letter
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
On December 1, 2022, the Toronto Stock Exchange (TSX) published for comment certain proposed amendments (the Proposed Amendments) to Section 606 – Prospectus Offerings of the TSX Company Manual (the Manual). The Proposed...more
In its March 2021 Regulatory Notice 21-10, FINRA announced that it has updated the form that FINRA members use to file offering documents and related information regarding their participation in private placements. See FINRA...more
In December 2020, New York adopted new rules to update its blue sky securities registration requirements as part of an ongoing effort to “streamline and enhance the oversight of the securities industry in New York,” modernize...more
FINRA filed with the Securities and Exchange Commission (SEC) proposed amendments to the private placement filer form that members complete in connection with private placement filings made pursuant to either Rule 5122 or...more
On November 2, 2020, the Securities and Exchange Commission (SEC) amended several rules to harmonize requirements for exempt offerings, which will be effective in 2021 (60 days after publication in the Federal Register). The...more
On March 4, the Securities and Exchange Commission (the Commission) proposed a set of amendments to the rules and regulations under the Securities Act of 1933, as amended (the Securities Act), to simplify, harmonize and...more
A Complaint filed by the SEC in the Southern District of New York last week reminds us that in the area of securities law violations there is not much new under the sun. Even though the action against Eran Eyal and...more
Direct listings have been a hot topic in the news lately, particularly in light of the recent submission of proposals to the U.S. Securities and Exchange Commission (SEC) by the New York Stock Exchange (NYSE) (and indications...more
On June 18, 2019, the Securities and Exchange Commission (the “SEC”) issued a concept release (the “Release”) on ways to “simplify, harmonize, and improve the exempt offering framework to expand investment opportunities while...more
The U.S. Securities and Exchange Commission published a concept release on June 18, 2019 (Release), seeking public comment “on ways to simplify, harmonize, and improve” the framework for exemptions from registration under the...more
On August 9, 2019, in a unanimous decision (written by a former bankruptcy judge), the Eighth Circuit Court of Appeals affirmed the confirmation of the Peabody Energy Chapter 11 plan (“Plan”) with a prominent backstopped...more
SEC is seeking public comments in its concept release in an effort to simplify, harmonize and improve the existing exempt offering framework. On June 18, 2019, the Securities and Exchange Commission (the “SEC” or the...more
On March 20, 2019, an agreement between Wells Fargo Securities LLC (Wells Fargo) and the Securities and Exchange Commission (SEC) to settle litigation involving failed video game company 38 Studios, LLC, headed by former...more
This whitepaper discusses whether private placement memoranda (PPMs) can be standardized for security token offerings (STOs). Issuers that want to minimize the time and money that go into preparing a PPM may wonder if there...more
On 31 December 2017, the Capital Market Authority (the “CMA”) published the Rules on the Offer of Securities and Continuing Obligations (“ROSCO”), which were approved by CMA Board Resolution No. 3-123-2017 dated 9/4/1439H...more
The U.S. federal securities laws and the rules of U.S. self regulatory organizations (such as the Financial Industry Regulatory Authority) impose certain reporting and compliance obligations on investment advisers and funds....more
Financial Industry Developments - SEC Adopts Final Rules to Facilitate Intrastate and Regional Securities Offerings - On October 26, 2016, the Securities and Exchange Commission adopted rules designed to modernize...more
Many start-up companies know they want to raise angel capital, but do not know how to proceed. They really want to know: “do I need a 50 page Private Placement Memorandum to raise money?” The answer is: “It depends, but...more
On February 8, 2016, FINRA released Regulatory Notice 16-08 relating to the contingency offering requirements of Rules 10b-9 and 15c2-4 under the Exchange Act. The Notice arises from FINRA’s review of various private...more
The Division of Economic Research released an updated study regarding capital raised in the United States through unregistered offerings. The study notes that in 2014 more than $2 trillion in proceeds were raised through...more
We have a variety of regulations that set forth different standards of eligibility for different types of instruments. These can be found under both the U.S. securities laws and the commodities laws. It’s not always easy to...more
At today’s Practising Law Institute conference on Private Placements and Hybrid Securities Offerings program, a representative of the SEC Staff shared some statistics on Rule 506 offerings. Since the September 2013 effective...more
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