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
Like an accordionist, real estate sponsors often seek to be innovative. Cutting-edge opportunities like crowdfunding and online selling platforms call to them. However, based on statistics from the Securities and Exchange...more
On May 9, 2023, the Financial Industry Regulatory Authority, Inc. (“FINRA”) issued Regulatory Notice 23-08 (the “Notice”), which provides supplemental and updated guidance for members conducting private placements pursuant to...more
On May 9, 2023, FINRA issued Regulatory Notice 23-08 (the “Notice”) to remind members of their obligations when selling private placements (i.e., unregistered securities sold pursuant to safe harbors of the Securities Act of...more
This is our global initial public offering guide. It will help you navigate the US portion of a global IPO – in other words, an IPO in which you sell locally listed ordinary shares to investors outside the United States under...more
Private placements can be a great resource for companies to raise capital in the current economic environment. They are cost effective in comparison to public offerings and provide greater decision-making latitude to current...more
Sophisticated investors in structured finance products are increasingly demonstrating an interest in entering the market via direct private placements pursuant to Section 4(a)(2) of the Securities Act of 1933, either in...more
As many of our readers will have heard, the Canadian Securities Administrators (“CSA”) has announced the adoption of a new prospectus exemption for certain reporting issuers listed on a Canadian stock exchange (the...more
The Securities and Exchange Commission (SEC) recently published extensive rules aimed toward modernizing aspects of the private placement framework of the federal securities laws. On January 14, 2021, the Final Rules were...more
Although few might think of securities laws as “simple,” sometimes, laws are more complicated than necessary. That has been the case with accredited investor verification under Rule 506(c). But that will change when a new...more
New rules will simplify the notice filing process for private placements by requiring filings be made on a Form D via the North American Securities Administrators Association multistate Electronic Filing Depository,...more
On December 1, the New York attorney general issued guidance that issuers selling “covered securities” must provide notice through the Electronic Filing Depository (EFD) of the North American Association of Securities...more
On December 1, 2020, New York Attorney General Letitia James issued guidance regarding, among other things, securities issued to New York residents in private placements made pursuant to Regulation D, Rule 506 under 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 Situation: The term "accredited investor" under the Securities Act of 1933 ("Securities Act") is used to establish the eligibility of investors to participate in offerings conducted under the most frequently used private...more
- Amendments to the "accredited investor" definition expand the categories of persons eligible to participate in private placements under Regulation D to include (i) individuals with certain professional licenses (Series 7,...more
On August 26, 2020, the SEC adopted several changes to expand the definition of an “accredited investor.” For the first time, a new category will enable natural persons to qualify as accredited investors based upon their...more
On August 26, 2020, the Securities and Exchange Commission (the SEC) adopted modernizing amendments to the definition of “accredited investor” in Rule 501(a) of Regulation D (Rule 501(a)) to add new categories of qualifying...more
On August 26, 2020, the Securities and Exchange Commission (SEC) adopted long anticipated amendments to the “accredited investor” definition. The SEC said that the amendments are intended to update and improve the definition...more
The Situation: Effects from the COVID-19 global pandemic continue to impact adversely the operations and financial results of Latin American issuers. The Opportunity: In the current environment, Latin American issuers with...more
These are uncertain times. Even before the world-wide COVID-19 pandemic, companies seeking to raise capital in the cannabis industry were facing challenges. However, some experts and insiders I’m hearing from are bullishly...more
Access to invest in private placement securities reminds me of All-State Orchestra. Private placements provide unique investment opportunities that can help investors diversify their portfolios. Yet, most private placements...more