News & Analysis as of

Rule 152

Carlton Fields

SEC Deep-Sixes Offering Integration Test: New Rules Replace the Old Five Factors

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SEC rule changes effective in March of this year have replaced the patchwork of guidance and rules developed over many decades to determine when securities offerings should be “integrated” with one another when deciding...more

Bass, Berry & Sims PLC

SEC Raises Threshold for Reg A+ Offerings to $75 Million; Improves “Patchwork” Exempt Offering Framework

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On November 2, the Securities and Exchange Commission (SEC) approved amendments, originally proposed in the SEC’s June 2019 concept release and March 2020 proposing release, to its “patchwork” exempt offering framework. The...more

Alston & Bird

SEC Harmonizes and Improves “Patchwork” Exempt Offering Framework

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Our Securities Group breaks down new final rules that the Securities and Exchange Commission hopes will maintain investor protections while eliminating regulatory uncertainty....more

McGuireWoods LLP

SEC Simplifies the Exempt Offering Framework

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On Nov. 2, 2020, the U.S. Securities and Exchange Commission (SEC) adopted final rules to “simplify, harmonize, and improve” the current exempt offering framework for the benefit of investors, emerging companies and more...more

Pillsbury Winthrop Shaw Pittman LLP

SEC Adopts Amendments to Exempt Offering Rules

On November 2, 2020, the Securities and Exchange Commission (SEC) adopted amendments to its exempt offering rules, including Regulation D and Regulation A (Amendments). Many of the Amendments largely harmonize the existing...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Adopts Amendments To Exempt Offering Framework

The Securities and Exchange Commission (SEC) recently adopted final rules that significantly revise the exempt offering framework, expanding access to capital markets for both issuers and investors. Key changes include the...more

Fenwick & West LLP

SEC Adopts Amendments Facilitating Opportunities for Access to Additional Capital

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The U.S. Securities and Exchange Commission has issued a release adopting amendments (“final rules”) to certain of its rules relating to exemptions from registration under the Securities Act of 1933 (Securities Act). The...more

Proskauer Rose LLP

SEC Amends Rules to Facilitate Capital Raising in Private Offerings

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On November 2, 2020, the Securities and Exchange Commission adopted amendments to facilitate the use of private, or “exempt,” offerings. The changes will impact offerings structured pursuant to Section 4(a)(2), Regulation D...more

BCLP

SEC Modernizes Framework for Exempt Offerings

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In another 3-2 vote, on November 2, 2020 the SEC approved significant amendments to the framework for exempt offerings intended to harmonize and simplify the framework for exempt offerings under the Securities Act of 1933. ...more

Cozen O'Connor

SEC Proposes to Expand Private Offerings

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On March 4, 2020, the Securities and Exchange Commission (SEC) proposed broad changes to the current private offering framework. Recognizing the growing market for private investments, this is the latest in a series of recent...more

Morrison & Foerster LLP

Securities Offerings and Communications: Is the Integration Bogeyman Dead

In our Practising Law Institute treatise Exempt and Hybrid Securities Offerings, we refer to the concept of “integration” under the securities law as a bogeyman of sorts for practitioners. In this day and age of tweets and...more

Akin Gump Strauss Hauer & Feld LLP

SEC Staff Issues New C&DI on Integration Analysis of Successive Offerings Made Under Different Provisions of Regulation D

On November 17, 2016, the Staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) issued new guidance, in the form of Compliance and Disclosure Interpretation (C&DI) Question 256.34,...more

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