News & Analysis as of

Rule 144A Private Offerings

Latham & Watkins LLP

FINRA Issues Proposal to Mandate Filing of All Retail Communications Regarding Certain Private Placements

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In setting forth its rationale, FINRA observed that private placement retail communications reviewed by AdReg have “revealed significant and pervasive” violations of FINRA Rule 2210. On October 28, 2020, the Financial...more

Bradley Arant Boult Cummings LLP

SEC Broadens the Accredited Investor Definition for Private Offerings

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

Fenwick & West LLP

SEC Expands “Accredited Investor” Definition and Modernizes Disclosure Required by Regulation S-K

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On August 26, 2020, the U.S. Securities and Exchange Commission adopted final rules to expand the accredited investor definition and modernize the disclosure requirements under Regulation S-K Items 101 (Business), 103 (Legal...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Expands Accredited Investor Definition To Allow More Participation in Private Offerings

On August 26, 2020, the Securities and Exchange Commission (SEC) adopted amendments to expand the definition of “accredited investor” in Rule 215 and Rule 501(a) of Regulation D promulgated under the Securities Act of 1933,...more

Troutman Pepper

SEC Amends “Accredited Investor” Definition

Troutman Pepper on

On August 26, the U.S. Securities and Exchange Commission (SEC) adopted amendments expanding the definition of “accredited investor” to allow additional categories of investors to invest in unregistered private offerings. The...more

Farrell Fritz, P.C.

Proposed Expansion of “Accredited Investor” Definition Would Benefit Issuers and Investors

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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

White & Case LLP

New Investment Opportunities in Private Offerings as SEC Proposes to Amend Accredited Investor Definition

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On December 18, 2019, the Securities and the Exchange Commission (the “SEC” or the “Commission”) published its proposal to amend the accredited investor definition set forth in Rule 501(a) of Regulation D under the Securities...more

Dechert LLP

CFTC Issues Exemptive Relief Related to JOBS Act Amendments to Regulation D

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The Division of Swap Dealer and Intermediary Oversight (Division) of the U.S. Commodity Futures Trading Commission (CFTC) on September 9, 2014 issued a letter granting exemptive relief from provisions in CFTC Regulations...more

Morrison & Foerster LLP - JOBS Act

The More Things Change….

Today, September 23rd, is the one year anniversary of the effective date of the changes relaxing the prohibition against general solicitation in certain offerings made under Rule 506 and resales made pursuant to Rule 144A....more

Akin Gump Strauss Hauer & Feld LLP

CFTC Publishes Long-Awaited JOBS Act Relief

The staff of the Commodity Futures Trading Commission (CFTC) published a no-action letter on September 9, 2014 (available here) that permits certain commodity pool operators (CPOs) to conduct general solicitation in private...more

Morrison & Foerster LLP

Private Offerings: Questions that Might Frequently be Asked Sometime Soon (Part II)

Shortly after the Securities and Exchange Commission (SEC) adopted the final rule relaxing the prohibition against general solicitation in connection with offerings made pursuant to new Rule 506(c) and Rule 144A, we provided...more

Morrison & Foerster LLP - JOBS Act

A General (Solicitation) Lay of the Land

Last Monday, the 80-year ban on the use of general solicitation in certain exempt securities offerings was relaxed. General solicitation can now be used in private offerings conducted under Rule 506(c) of Regulation D and...more

Chambliss, Bahner & Stophel, P.C.

Update! New JOBS Act Regulations

Several of our discussions have mentioned the SEC’s delay in adopting final implementing regulations under the JOBS Act of 2012, however, on September 23, 2013 a few new JOBS Act regulations will become effective to implement...more

Fenwick & West LLP

Corporate and Securities Alert: SEC Clears Way for General Solicitation in Private Securities Offerings

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New regulations approved by the Securities and Exchange Commission (SEC) in July 2013 give companies greater freedom to communicate with potential investors in certain private securities offerings, creating both new...more

Winstead PC

Impacts of SEC Rule Changes Allowing General Solicitation

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The SEC’s Jumpstart Our Business Startups Act rule eliminating the ban on advertising private offerings by hedge funds, buyout firms, and startups will be lifted and this article looks at how these SEC rule changes could...more

Burns & Levinson LLP

Securities Law Update - SEC Amends Rules on Advertising, Solicitation and "Bad Actors" for Certain Private Offerings and Proposes...

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On July 10, 2013, the Securities and Exchange Commission (SEC) approved new rules that, beginning September 23, 2013, will under specified circumstances eliminate the bans on “general solicitation and general advertising”...more

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