News & Analysis as of

Securities Act of 1933 The Jump-Start Our Business Start-Ups Act Rule 144A

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

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

Morgan Lewis

The FAST Act, New Section 4(a)(7), and Section 4(a)(1½)

Morgan Lewis on

The new private resale safe harbor is unlikely to gain traction in private offerings of asset-backed securities. On December 4, 2015, US President Barack Obama signed into law the Fixing America’s Surface Transportation...more

Katten Muchin Rosenman LLP

SEC Division of Corporation Finance Issues 11 New C&DIs

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

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

BakerHostetler

Amended Rule 506 - Lifting the Ban on General Solicitation

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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

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

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

Greenberg Glusker LLP

New SEC Rules

Greenberg Glusker LLP on

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

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

Burns & Levinson LLP

Securities Law Update - SEC Amends Rules on Advertising, Solicitation and "Bad Actors" for Certain Private Offerings and Proposes...

Burns & Levinson LLP on

On July 10, 2013, the Securities and Exchange Commission (SEC) approved new rules that, beginning September 23, 2013, will under specified circumstances eliminate the bans on “general solicitation and general advertising”...more

Patterson Belknap Webb & Tyler LLP

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

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

McDermott Will & Emery

SEC Approves Changes to Private Offering Rules and Adopts New “Bad Actor” Prohibitions; Proposes Additional Changes to Better...

McDermott Will & Emery on

On July 10, 2013, the U.S. Securities and Exchange Commission (SEC) approved changes to Rule 506 of Regulation D under the Securities Act of 1933 to implement the elimination, mandated by the Jumpstart Our Business Startups...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

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

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

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