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Securities & Exchange Commission General Solicitation

The United States Securities and Exchange Commission was created in 1934 in response to the Great Stock Market Crash of 1929. The Commission was created to protect investors, ensure fairness in the market, and... more +
The United States Securities and Exchange Commission was created in 1934 in response to the Great Stock Market Crash of 1929. The Commission was created to protect investors, ensure fairness in the market, and encourage capital formation. The Commission is headed by five presidentially-appointed Commissioners who oversee the Commission’s five divisions: Division of Corporation Finance, Division of Trading and Markets, Division of Enforcement, Division of Investment Management, and the Division of Risk, Strategy and Financial Information.  less -

Interesting Facts About U.S. Private Placements

by Dorsey & Whitney LLP on

This week the SEC Division of Economic and Risk Analysis published a new report including a wealth of data regarding recent trends in public offerings and private placements of securities. The report includes a number of...more

General Solicitations of Certain Regulation D “Private” Securities Offerings: SEC Affirms Zero-Tolerance Policy.

On March 29, 2017, the Securities and Exchange Commission (the “SEC”) issued a noteworthy opinion in In re KCD Financial Inc., a review of a FINRA disciplinary action. While the opinion affirmed FINRA’s disciplinary action,...more

General Solicitations of Certain Regulation D “Private” Securities Offerings:  SEC Affirms Zero-Tolerance Policy.

On March 29, 2017, the Securities and Exchange Commission (the “SEC”) issued a noteworthy opinion in In re KCD Financial Inc., a review of a FINRA disciplinary action. While the opinion affirmed FINRA’s disciplinary action,...more

Touched by an Angel – The HALOS Act

On January 10, 2017, the House of Representatives passed “Helping Angels Lead Our Startups Act” (the “HALOS Act”), which is intended to ease formal restrictions on general solicitation. The HALOS Act still needs to be...more

House of Representatives Passes the HALOS Act (Again), But Is It Really Necessary?

On January 10, 2017, the House of Representatives passed H.R. 79, the “Helping Angels Lead Our Startups Act” (the “HALOS Act”). The HALOS Act was originally passed by the House of Representatives as H.R. 4498 on April 27,...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

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

"The JOBS Act: Did It Accomplish Its Goals?"

In the wake of the 2008 financial crisis, Congress created the Jumpstart Our Business Startups Act (JOBS Act) to encourage capital formation in order to grow businesses, create jobs and spur economic activity. Congress and...more

Practice Pointers on Navigating the Securities Act’s Prohibition on General Solicitation and General Advertising

by Morrison & Foerster LLP on

The Jumpstart Our Business Startups Act (the “JOBS Act”) included a measure directing the Securities and Exchange Commission (the “SEC” or “Commission”) to relax the prohibition against general solicitation and general...more

House of Representatives Passes the HALOS Act; Fair Access to Investment Research Act of 2016 is Introduced

On April 27, 2016, the House of Representatives passed the Helping Angels Lead Our Startups Act (H.R. 4498) (the “HALOS Act”), which was first introduced on April 16, 2015. The HALOS Act directs the SEC to amend Regulation D...more

Private Placements: A Primer

A private equity offering or “private placement” of securities is the process of offering and selling securities to prospective investors without first registering the securities with the U.S. Securities and Exchange...more

House Committee on Financial Services Reports Favorably on the HALOS Act

United States Representative Steve Chabot of Ohio first introduced the Helping Angels Lead Our Startups Act (the “HALOS Act”) on February 9, 2016. Less than a month later, on March 2, 2016 the House Committee on Financial...more

SEC Helps Issuers Avoid Relationship Drama in Capital Raising: New Guidance on General Solicitation

by McGuireWoods LLP on

On August 6, 2015, the Securities and Exchange Commission (SEC) staff issued important guidance concerning general solicitation and general advertising (collectively, general solicitation), including the use of online...more

SEC Proposes Rule Changes to Pave the Way for Intrastate and Regional Offerings

by Morrison & Foerster LLP on

At the same time the Securities and Exchange Commission (the “SEC”) adopted rules implementing Regulation Crowdfunding pursuant to Title III of the Jumpstart Our Business Startups Act (the “JOBS Act”), the agency proposed...more

2015-16 Compliance Developments & Calendar for Private Fund Advisers

Registered investment advisers (RIAs) are required to review their policies and procedures on at least an annual basis. As an aid to the required review and to assist with timely completion of required compliance tasks, below...more

Mintz TechConnect - October 2015

by Mintz Levin on

Letter from the Editors - We are thrilled to provide you with the first issue of Mintz Levin’s TechConnect, a bi-monthly newsletter on “all things technology” in the legal and business world, from our perspective, of...more

Using the Internet to Raise Money: Securities Laws and Crowdfunding

by Buchalter on

There are many services available to emerging companies to raise money through crowdfunding. As an entrepreneur or leader of a company evaluating these options, it is important to understand the basic legal foundations of...more

Crowdfunding and Real Estate Development

by Sands Anderson PC on

The real estate development market continues to open up to crowdfunding, and the changes to capital raising for real estate projects could be significant if only a small portion of the potential of these new methods take...more

SEC Provides Guidance on Activities That Constitute "General Solicitation" for Private Placements on Electronic Platforms

by Dechert LLP on

The U.S. Securities and Exchange Commission (the “SEC”) on August 6, 2015, issued a no-action letter to Citizen VC, Inc. (the “Citizen Letter”) and new compliance and disclosure interpretations (“C&DIs”), providing...more

SEC Provides Guidance on “General Solicitation” in C&DIs and No-Action Letter

On August 6, 2015, the Staff of the Securities and Exchange Commission’s (SEC) Division of Corporation Finance issued new compliance and disclosure interpretations (C&DI Questions 256.23 through 256.33) regarding the meaning...more

FINRA’s New Research Rules

by Latham & Watkins LLP on

The new rules retain many of the current rules’ core requirements, but expand certain obligations and impose requirements on debt research activities for the first time. On August 26, 2015, the Financial Industry...more

The SEC’s Common Sense Approach to Private Placements and General Solicitation

by Mintz Levin on

Earlier this month the SEC issued concurrently (i) the Citizen VC No Action Letter (in response to a request for guidance authored by Mintz Levin) relating to the use of 506(b) for a private placement online and (ii) a series...more

SEC Division of Corporate Finance Issues New CD&Is Relating to General Solicitation and Regulation D

On August 6, the Staff of the Division of Corporate Finance of the Securities and Exchange Commission (Staff) released new Compliance and Disclosure Interpretations (C&DIs) relating to “general solicitation” under Rule 502(c)...more

Corporate & Financial Weekly Digest - Volume X, Issue 31

SEC Division of Corporate Finance Issues New CD&Is Relating to General Solicitation and Regulation D - On August 6, the Staff of the Division of Corporate Finance of the Securities and Exchange Commission (Staff)...more

"Corporate Finance Alert: SEC Staff Issues Interpretations on General Solicitation Prohibition"

The staff of the SEC Division of Corporation Finance (Staff) recently issued new Compliance and Disclosure Interpretations (CDIs) and an interpretive letter regarding the general solicitation prohibition in securities...more

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