News & Analysis as of

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

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 -
Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2024 Edition

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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

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2023 Edition

Latham & Watkins LLP on

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

Buchalter

SEC Cracks Down on Regulation A Issuers

Buchalter on

Regulation A “Plus” is an exemption from registration under the Securities Act of 1933 that permits certain eligible issuers to conduct public offerings of up to $75 million in a 12-month period to accredited and unaccredited...more

Kelley Drye & Warren LLP

SEC Adjusts Definition of Emerging Growth Companies

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On September 9, 2022, the Securities and Exchange Commission (the “SEC”) adopted a number of inflation-related adjustments under the Jumpstart Our Business Startups Act (the “JOBS Act”), including an adjustment to the revenue...more

Goodwin

Four Lessons from Two FINRA Enforcement Actions against Crowdfunding Portals

Goodwin on

On May 4, 2022, FINRA announced that it had fined two FINRA-registered funding portals a combined $1.75 million for failing to comply with securities laws and rules designed to protect crowdfunding investors. Funding portals...more

Whitman Legal Solutions, LLC

Simplified Rule 506(c) Investor Verification Takes Effect March 15

Whitman Legal Solutions, LLC on

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

McCarter & English, LLP

SEC Updates Definition Of “Accredited Investor”

McCarter & English, LLP on

The term “accredited investor,” as defined under Rule 501 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), had not changed significantly since it was originally adopted in 1982. In June 2019,...more

Whitman Legal Solutions, LLC

SEC Proposes New Accredited Investor Rule

Whitman Legal Solutions, LLC on

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

Dechert LLP

SEC Adopts Rule Allowing All Issuers to "Test the Waters"

Dechert LLP on

The Securities and Exchange Commission (SEC) on September 26, 2019 voted to adopt a new rule that extends the "test-the-waters" accommodation under the Securities Act of 1933 (Securities Act) to all issuers.1 The new Rule...more

Mayer Brown Free Writings + Perspectives

Legal Update: Testing the Waters for All – New Rule 163B Expands TTW to All Issuers

Mayer Brown Free Writings + Perspectives on

On September 26, 2019, the US Securities and Exchange Commission extended the ability to test the waters to all issuers by adopting the highly anticipated new Rule 163B under the Securities Act of 1933 (the Securities Act)....more

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2019 Edition

Latham & Watkins LLP on

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

BakerHostetler

SEC Deliberates and Seeks Input to Ease Access to Unregistered Offerings

BakerHostetler on

On June 18, 2019, the Securities and Exchange Commission (SEC) requested public comment on “Harmonization of Securities Offerings Exemptions” – specifically, with regard to certain exemptions from registration under the...more

Latham & Watkins LLP

US IPO Guide - 2019 Edition

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This is our initial public offering guide. It will help you decide whether an IPO is the right move for your company and, if so, help you make sure your IPO goes off as quickly and as smoothly as possible, without any...more

Mayer Brown Free Writings + Perspectives

Testing the Waters for All? Proposed New Rule Would Expand Accommodation to All Issuers

Mayer Brown Free Writings + Perspectives on

Since the Jumpstart Our Business Startups (JOBS) Act was enacted in 2012, emerging growth companies (EGCs) have benefited from the opportunity to test the waters with investors and gauge interest in a potential offering....more

Locke Lord LLP

SEC Proposes to Extend “Test-the-Waters” Provisions to all Issuers

Locke Lord LLP on

On February 19, 2019, the Securities and Exchange Commission published a rule proposal entitled “Solicitations of Interest Prior to a Registered Public Offering” that would extend the “test-the-waters” provisions of Section...more

Stinson - Corporate & Securities Law Blog

SEC Proposes to Expand “Test-the-Waters” Communications to all Issuers

Stinson - Corporate & Securities Law Blog on

The SEC has proposed new rules that would permit all issuers to solicit investor views about potential offerings to be taken into account at an earlier stage in the process than is the case today....more

Mayer Brown Free Writings + Perspectives

SEC Proposes to Expand “Test-the-Waters” Modernization Reform to All Issuers

Mayer Brown Free Writings + Perspectives on

The Securities and Exchange Commission took the long-awaited step of proposing rules for comment that would extend the ability to test the waters beyond emerging growth companies, or EGCs. ...more

Goodwin

SEC Proposes Universal Access to “Testing-the-Waters” Exemption

Goodwin on

The Securities and Exchange Commission (SEC) has announced a proposal to expand the current exemption for “testing-the-waters” communications — currently limited to emerging growth companies (EGCs) — to all companies,...more

Kramer Levin Naftalis & Frankel LLP

SEC Proposes to Expand "Test the Waters" to All Issuers

Kramer Levin Naftalis & Frankel LLP on

Background On Feb. 19, 2019, the Securities and Exchange Commission (the SEC) voted to propose a rule and related rule amendments under the Securities Act of 1933, as amended (the Securities Act)...more

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

Latham & Watkins LLP

The US IPO Guide - 2018 Edition

Latham & Watkins LLP on

This is our initial public offering guide. It will help you decide whether an IPO is the right move for your company and, if so, help you make sure your IPO goes off as quickly and as smoothly as possible, without any...more

Ward and Smith, P.A.

FAQ: What Businesses Need to Know About Investment Crowdfunding

Ward and Smith, P.A. on

What is Crowdfunding? Crowdfunding is a marketing tool that businesses use to obtain capital from a large number of individuals, typically over the Internet....more

Fox Rothschild LLP

House Bill Aims To Encourage Public Offerings

Fox Rothschild LLP on

In an effort to facilitate capital formation, the SEC's Division of Corporation Finance expanded its nonpublic review process to permit all companies to submit draft registration statements relating to an initial public...more

Morrison & Foerster LLP - JOBS Act

Bipartisan Congressional Legislation Introduced Aimed at Increasing IPO Activity

Morrison & Foerster LLP - JOBS Act on

On October 2, 2017, Congressmen Ted Budd (R-NC) and Gregory Meeks (D-NY) introduced a bipartisan bill, H.R. 3903, in the U.S. House of Representatives....more

Kilpatrick

SEC Expands Confidential Review of IPO Registration Statements

Kilpatrick on

The SEC announced earlier this summer (and supplemented that announcement late last week with additional information) that it has expanded the availability of its popular procedure for confidential non-public review of, and...more

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