Using Regulation D Rule 506(c) to Raise Capital
Summer Enforcement Action Review; Raising Money in a Pandemic - Investment Management Roundtable Discussion
Ropes & Gray’s PEP Talk: General Solicitation by Private Equity Funds Under 506(c)
Types of Crowdfunding
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
Most of us think of an underwriter as a brokerage company that helps an issuer with their initial public offering (IPO). Underwriters use their knowledge of the securities market to structure, price, and sell the securities....more
Under the Securities Act of 1933 (1933 Act), all securities offerings must be registered with the SEC unless there is an exemption. Registering securities is a costly and time-consuming process requiring SEC review and...more
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
And so it begins. There have been two recent speeches from Commissioners touching on the private markets; Commissioner Lee’s was the most recent and most specific. The Commissioner suggests that the Securities and Exchange...more
It’s pretty common for issuers in follow-on offerings to solicit investors from previous rounds first. Indeed, doing so is often mandatory when early investors have preemptive rights. ...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
On November 2, 2020, the Securities and Exchange Commission (the SEC) voted to adopt final amendments (the Amendments) to “simplify, harmonize, and improve certain aspects of the exempt offering framework.” The Securities Act...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
Yesterday, November 2, 2020, the Securities and Exchange Commission (SEC) voted to adopt amendments proposed in March 2020 that harmonize and modernize the exempt offering framework. Predictably, the SEC Commissioners were...more
Raising investment capital through private offerings has always been a challenge, especially for new and emerging investment managers. COVID-19 has exasperated this challenge by significantly limiting traditional means of...more
Finders play a vital role in introducing startups to potential investors. Yet the general requirement that persons soliciting investors must register with the Securities and Exchange Commission as broker-dealers and be...more
In this podcast, Greg Nowak, a partner in Troutman Pepper’s Investment Management and Compliance and Hedge Funds Practice Groups, is joined by Evan Katz, Managing Director of Crawford Ventures, Inc., for a candid review of...more
Marijuana-related businesses (“MRBs”) planning to raise money in private offerings should be aware of recent changes to the “accredited investor” definition under the Securities Act of 1933, as amended (“Securities Act”). ...more
We’ve all been there—that incredible moment when our favorite team is driving down the field for the go-ahead touchdown, has runners in scoring position in the bottom of the ninth inning, or has a penalty kick in the 89th...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
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
On October 11, 2019, the SEC filed an emergency action to stop Telegram (Telegram Group Inc. and its wholly owned subsidiary TON Issuer Inc.) from continuing its offering of tokens. Telegram raised approximately $1.7 billion...more
On October 11, 2019, the Securities and Exchange Commission (the “Commission”) announced it filed a complaint and obtained a temporary restraining order against Telegram Group Inc. and its wholly-owned subsidiary TON Issuer...more
At the Economic Club of New York, in keynote remarks, Chair Clayton reviewed the Securities and Exchange Commission’s recent initiatives. He highlighted the Commission’s adoption of Regulation Best Interest (Reg BI). ...more
Non-accredited investors are estimated to constitute approximately 92% of the U.S. population. Yet restrictive rules governing exempt offerings have significantly limited their freedom to invest in private offerings and...more
On June 4, 2019, the U.S. Securities and Exchange Commission (the “SEC”) filed a complaint in the Southern District of New York against Kik Interactive Inc. (“Kik”) alleging violations of Section 5 of the Securities Act of...more
Regulation A+ - In 2015, the US Securities and Exchange Commission (SEC) adopted what has become known as Regulation A+. Like transposing instruments, Regulation A+ was designed to make it easier for small businesses to...more
Generally speaking, the federal securities laws were drafted with the purpose of limiting the kind and amount of pre-offering publicity permitted in registered public offerings. Pursuant to Section 5(c) of the Securities Act...more
U.S. Developments - Regulatory Updates - FinCEN Issues Advisory on Illicit Iranian Activities - On October 11, 2018, the U.S. Treasury Department Financial Crimes Enforcement Network (“FinCEN”) issued an advisory to...more