News & Analysis as of

Securities Act of 1933 Registration Statement Testing-the-Waters Communications

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 -
Hinshaw & Culbertson LLP

SEC Adopts Exempt Offering Rule Changes That Increase Offering Limits and Harmonize Exempt Offerings

Hinshaw & Culbertson LLP on

The Securities and Exchange Commission (SEC) on November 2, 2020, adopted a set of amendments to simplify and improve the exempt offering framework. The amendments are designed to make it easier for issuers to access the...more

Stinson - Corporate & Securities Law Blog

New SEC Rule Permits All Issuers to “Test-the-Waters”

The SEC issued new rules in a release captioned “Solicitations of Interest Prior to a Registered Public Offering.” New Rule 163B enables all issuers to engage in test-the-waters communications with qualified institutional...more

Troutman Pepper

Proposed Rule Would Allow Expanded Solicitations of Interest Prior to a Registered Public Offering

Troutman Pepper on

On February 28, the Securities and Exchange Commission proposed a new rule under the Securities Act of 1933. The new rule 163B would expand the availability to follow-on and other registered offerings and to all issuers of...more

BakerHostetler

SEC Solicits Comments to Expand Pre-Filing Communications of Offers to Sell Securities

BakerHostetler on

On February 19, 2019, the Securities and Exchange Commission (SEC) voted to propose a new rule under the Securities Act of 1933 (the Securities Act), and amendments to Rule 405 (together, the Proposed Rule), to expand the...more

Jones Day

"Test-the-Waters" Accommodations Could Be Coming to a Company Near You

Jones Day on

A proposed rule change would provide increased flexibility to issuers seeking to communicate with institutional investors earlier in the offering process. On February 19, 2019, the U.S. Securities and Exchange Commission...more

Fenwick & West LLP

SEC Proposes to Expand “Testing-the-Waters” Accommodation to All Issuers

Fenwick & West LLP on

On February 19, 2019, the U.S. Securities and Exchange Commission (SEC) voted to propose Rule 163B under the Securities Act of 1933, as amended (Securities Act), that would expand the “testing-the-waters” accommodation —...more

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