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Securities Act of 1933 › The Jump-Start Our Business Start-Ups Act › General Solicitation

The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better... more +
The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better access to material information prior to investing 2) ensure that transactions are not based on fraud. In order to effectuate its dual goals, the Act requires that any offer or sale of securities is registered with the SEC. less -
Allen Matkins

SEC Enforcement Action Demonstrates That Timing Is Everything

Allen Matkins on

Rule 506 is a non-exclusive safe harbor from the registration requirements of the Securities Act of 1933. If an offering meets the conditions of either Rule 506(b) or 506(c), it is deemed to not involve a public offering...more

Morrison & Foerster LLP

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

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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

Morrison & Foerster LLP

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

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

Katten Muchin Rosenman LLP

SEC Division of Corporation Finance Issues 11 New C&DIs

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On November 13, the Securities and Exchange Commission’s Division of Corporation Finance issued two new Compliance and Disclosure Interpretations (C&DIs) on Rule 144A under the Securities Act of 1933 (Securities Act) and nine...more

Baker Donelson

Small Business Securities Bulletin: By Popular Demand - SEC Proposes Crowdfunding Rules

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By way of background, 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 Commission (SEC) and...more

Latham & Watkins LLP

New Regulation D General Solicitation and “Bad Actor” Disqualification: Considerations for Private Funds

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Offerings of private investment fund interests routinely rely on Rule 506 of the Regulation D “safe harbor” from registration under the Securities Act of 1933. Historically, such offerings have been strictly required to avoid...more

Dechert LLP

Private Equity Newsletter - Autumn 2013 Edition: SEC Permits General Solicitation and General Advertising in Private Placement...

Dechert LLP on

Most private equity funds that are subject to the U.S. securities laws have relied on Rule 506(b), a safe harbor under Section 4(a)(2) of the Securities Act of 1933 (Securities Act), in forming funds and soliciting investors....more

Allen Matkins

SEC’s Bad Actor Rules Roil Opinion Practice

Allen Matkins on

The SEC’s bad actor rules are causing a great deal of consternation amongst lawyers who are being asked to give opinions that the offer and sale of securities do not require registration under the Securities Act of 1933. ...more

Baker Donelson

General Solicitation and Advertising Permitted under Rule 506(c) – The SEC Takes First Steps in JOBS Act Rulemaking

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Effective September 23, 2013, finalized rulemaking by the Securities and Exchange Commission (SEC), implementing Section 201(a)(1) of the Jumpstart Our Business Startups Act (the JOBS Act), allows issuers of securities to...more

BakerHostetler

Amended Rule 506 - Lifting the Ban on General Solicitation

BakerHostetler on

At its July open meeting, the Securities Exchange Commission (SEC) approved a rule proposal to amend Rule 506 of Regulation D and Rule 144A under the Securities Act of 1933 (the Securities Act)....more

Morrison & Foerster LLP - JOBS Act

Rule 15A-6 and Foreign Broker-Dealers

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The SEC recently adopted final rules relaxing the prohibition on general solicitation and general advertising for certain private placements under Rule 506 of Regulation D and for offerings pursuant to Rule 144A under the...more

Fenwick & West LLP

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

Fenwick & West LLP on

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

Skadden, Arps, Slate, Meagher & Flom LLP

Shout It From the Rooftops! SEC Removes Ban on General Solicitation and Advertising for Certain Private Placements

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On July 10, 2013, the Securities and Exchange Commission (SEC) eliminated the restriction on general solicitation and general advertising in certain private placements, providing increased flexibility for marketing and other...more

Troutman Pepper

Private Placements Under New Rule 506(c) – Interplay With Other Exemptions And State Law Implications

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A fundamental precept of the federal securities laws is that any purchase or sale of a security must either be registered under the Securities Act of 1933 (the Securities Act) or qualify for an exemption from registration....more

Greenberg Glusker LLP

New SEC Rules

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On July 10, 2013, the Securities and Exchange Commission: Approved final rules eliminating the prohibition against general solicitation and general advertising in connection with certain private offers and sales of...more

Morrison & Foerster LLP - JOBS Act

SEC Rule 506 Amendments and Blue Sky

Morrison & Foerster LLP - JOBS Act on

The Securities and Exchange Commission took some long-awaited action in the area of private offerings at its open meeting on July 10, 2013. The Commission issued two releases adopting final rules (i) to eliminate the...more

Patterson Belknap Webb & Tyler LLP

SEC Adopts JOBS Act Private Placement Provisions: Lifts Ban on General Solicitation and Advertising in Private Placements

Patterson Belknap Webb & Tyler LLP on

On July 10, 2013, the Securities and Exchange Commission (“SEC”) approved by a vote of 4-1 final rules that eliminate the prohibition against general solicitation and advertising in certain private offerings of securities. ...more

Akerman LLP

SEC Issues Final Rules Implementing Provisions under the JOBS Act and Dodd-Frank: Prohibition on General Solicitation and...

Akerman LLP on

On July 10, 2013, the Securities and Exchange Commission (Commission), issued final rules implementing provisions of the Jumpstart our Business Startups Act (JOBS Act) and the Dodd-Frank Wall Street Reform and Consumer...more

K&L Gates LLP

SEC Adopts Rule Amendments to Permit General Solicitation in Certain Private Offerings

K&L Gates LLP on

On July 10, 2013, the Securities and Exchange Commission (“SEC”) adopted final rules to eliminate the prohibition against general solicitation and general advertising in certain securities offerings under Rule 506 of...more

Katten Muchin Rosenman LLP

SEC Adopts and Proposes New Rules, Including Easing the Prohibition on General Solicitation

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On July 10, the Securities and Exchange Commission adopted certain new rules and proposed others applicable to certain securities offerings that are exempt from registration under the Securities Act of 1933 (Securities Act). ...more

Baker Donelson

SEC Implements JOBS Act to Allow General Solicitation in Regulation D Offerings

Baker Donelson on

The U.S. Securities and Exchange Commission has issued regulations implementing the portion of the Jumpstart Our Business Startups Act (JOBS Act), enacted more than a year ago, allowing an issuer enjoying exemption from...more

Morrison & Foerster LLP

Goldilocks, Porridge and General Solicitation

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Introduction - At long last, the U.S. Securities and Exchange Commission (SEC) took action today to implement rules that complied with the JOBS Act mandate to relax the prohibition against general solicitation in...more

Dentons

SEC Adopts Rules Allowing General Solicitation in Rule 506 Offerings to Accredited Investors

Dentons on

On July 10, 2013 the SEC adopted amendments to Rule 506 of Regulation D and Rule 144A under the Securities Act of 1933 to implement a portion of the JOBS Act....more

Morrison & Foerster LLP

New Freedoms & Heightened Scrutiny Complicate the US Private Fund Marketing Environment

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Originally published in CorporateLiveWire on February 21, 2013. The last few years have witnessed tectonic shifts in U.S. laws and regulations that effect the management and operations of hedge funds, private equity...more

Katten Muchin Rosenman LLP

SEC Issues Frequently Asked Questions on Exemption from Broker-Dealer Registration Under the JOBS Act

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The Securities and Exchange Commission’s Division of Trading and Markets has issued Frequently Asked Questions (FAQs) that provide guidance on the exemption from broker-dealer registration in Section 201(c) of the Jumpstart...more

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