News & Analysis as of

Rule 147

Tracking State Crowdfunding Regulations

With the effectiveness of Regulation Crowdfunding in May 2016 and amended Securities Act Rule 147 and new Securities Act Rule 147A in April 2017, there has been increasing interest in intrastate crowdfunded offerings. The...more

Staff Addresses Family Trusts With Multistate Trustees

by Allen Matkins on

When the Securities and Exchange Commission two years proposed amendments to Rule 147 and adoption of Rule 147A, I commented on an issue that I foresaw with respect to family and other non-business trusts...more

SEC Issues Revised C&DIs Reflecting Updates for Prior Amendments to Rules 147 and 504, the Repeal of Rule 505 and Clean-up Changes

On September 20, 2017, the staff of the SEC’s Division of Corporation Finance issued revised compliance and disclosure interpretations (“C&DIs”) for purposes reflecting updates for prior amendments to Securities Act Rules 147...more

Blog: A few new CDIs on Rules 147, 503 and 504, as well as Reg A

by Cooley LLP on

Today, Corp Fin posted a number of new CDIs that reflect updates for the amendments to Rule 147 (intrastate offers and sales) and Reg D Rules 503 and 504, and withdrew some CDIs in light of the repeal of Rule 505. There are...more

Securities Rules for Private Equity Financings

by Hinshaw & Culbertson LLP on

In order to sell securities (notes, common stock, preferred stock, membership interests in an LLC), a company must either register the sale under federal and state securities laws or find an exemption from such registration...more

Investment Companies And Intrastate Offerings

by Allen Matkins on

SEC Rel. No. 33-4434, at 4 (Dec. 6, 1961) [26 FR 11896 (Dec. 13, 1961)Recently, my eye caught the following statement in the SEC’s Intrastate Offering Exemptions: A Small Entity Compliance Guide for Issuers...more

Capital Markets & Public Companies Quarterly: 2016 Goes Out with a Bang

by McDermott Will & Emery on

As 2016 drew to an end, the US Securities and Exchange Commission (SEC) kept up its pace to close out a busy year. In addition to issuing proposed rules for universal proxies, the SEC released several new Compliance &...more

New SEC Rules Facilitate Regional and Intrastate Private Placements

by Burns & Levinson LLP on

New Sec Rules Facilitate Regional And Intrastate Private Placements - On October 26, 2016 the Securities and Exchange Commission (the “SEC”) adopted final rules in order to modernize certain capital-raising options that...more

Changes In Intrastate Crowdfunding Rules: Will They Make A Difference?

On October 26, 2016, the Securities and Exchange Commission amended its existing safe harbor rule for intrastate investing, Rule 147, and added a new intrastate safe harbor, Rule 147A in an effort to reflect the realities of...more

US Securities and Exchange Commission Adopts Final Rules to Facilitate Intrastate and Regional Securities Offerings

by Shearman & Sterling LLP on

The SEC adopted final rules that modernize how companies can raise money to fund their businesses through intrastate and small offerings while maintaining investor protections....more

Effectiveness Dates Set for Amended Rule 147, New Rule 147A, Amended Rule 504 and Repeal of Rule 505

On October 26, 2016, the SEC adopted final rules (1) amending Rule 147 and Rule 504 under the Securities Act of 1933, as amended (the “Securities Act”), (2) establishing a new Securities Act exemption designated Rule 147A,...more

SEC Division of Corporation Finance Update

At the American Bar Association’s Fall Meeting, Keith Higgins, Director of the SEC’s Division of Corporation Finance (the “Division”), gave his last “Dialogue with the Director” given the upcoming change in administration. ...more

Small Business Securities Bulletin: 505 Is Not Alive: SEC Adopts New and Amended Rules Governing Intrastate and Small Offerings

by Baker Donelson on

As we have discussed in prior Bulletins, pursuant to Section 5 of the Securities Act of 1933 (Securities Act) and state securities laws, any offer and sale of a security must be registered with the Securities and Exchange...more

SEC Adopts Rules to Provide More Options for Companies to Raise Capital

by Cole Schotz on

The SEC has adopted final rules to address intrastate and small offerings, further expanding and modernizing the manner in which start-ups and other small businesses are able to raise capital. The final rules amend Rule 147...more

SEC Adopts Changes to Regulation D and Intrastate Offerings and Proposes Use of “Universal Proxy Cards” in Contested Director...

by Polsinelli on

On Oct. 26, the Securities and Exchange Commission adopted final rules increasing the threshold for offerings made under Rule 504 of Regulation D and broadening the intrastate offering exemption afforded by Rule 147. These...more

Corporate and Financial Weekly Digest - Volume XI, Issue 43

SEC/CORPORATE - SEC Proposes Amendments To Require Universal Proxy Cards in Contested Elections - On October 26, the Securities and Exchange Commission voted to propose amendments to the proxy rules that would...more

Orrick's Financial Industry Week In Review

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

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 intrastate and small offerings by companies while maintaining investor protections. Among the changes is the adoption of...more

SEC Proposes to Require Universal Proxies; Adopts Final Rules to Facilitate Intrastate Offerings

by Cozen O'Connor on

On October 26, 2016, the Securities and Exchange Commission (SEC) proposed amendments to the proxy rules to require parties in contested elections to use universal proxy cards that would include the names of all board of...more

SEC Amends Rules Affecting Intrastate and Small Exempt Offerings

by Bracewell LLP on

On October 26, 2016, the Securities and Exchange Commission (“SEC”) announced amendments to certain rules exempting intrastate offerings and other limited offerings from federal registration requirements. The SEC modernized...more

SEC Eases Rules on Intrastate Crowdfunding

On October 26 the Securities and Exchange Commission (SEC) unanimously adopted new and amended rules aimed at making it easier for companies to raise money from investors through intrastate and small offerings....more

SEC Adopts Final Rules to Facilitate Intrastate and Regional Securities Offerings

by Ballard Spahr LLP on

The Securities and Exchange Commission (SEC) has adopted final rules modernizing and expanding the ways in which smaller companies can raise capital. Rule 147 of the Securities Act of 1933, as amended, provides a safe...more

New SEC Rules and Their Impact on Securities Offerings

by Baker Donelson on

On October 26, 2016, the Securities & Exchange Commission ("SEC") adopted final rules that may have significant impact on local securities offerings made in one state (or, "intrastate" offerings) and offerings of securities...more

NOTICE: SEC Adopts Rules to Facilitate Intrastate and Regional Securities Offerings

On October 26, 2016, the Securities and Exchange Commission (SEC) adopted final rules that modernize how companies can raise money to fund their businesses through intrastate and regional securities offerings....more

SEC Adopts Final Rules Regarding Intrastate and Regional Offerings - Updated

by Morrison & Foerster LLP on

On October 26, 2016, the Securities and Exchange Commission (the “SEC”) adopted final rules regarding intrastate and regional offerings, which largely follow the SEC’s proposed rules issued on October 30, 2015. The final...more

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