News & Analysis as of

Securities Act of 1933 Rule 506(c)

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 -
Shumaker, Loop & Kendrick, LLP

Client Alert: SEC Provides New Guidance Regarding Accredited Investor Verification in Rule 506© Offerings

Under Rule 506(c) of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), general solicitation of prospective purchasers is permitted if the issuer takes reasonable steps to verify the purchasers’...more

Troutman Pepper Locke

Recent SEC Corp/Fin Interpretations of Interest

Troutman Pepper Locke on

In new Compliance and Disclosure Interpretations (see CDIs 256.35 and 256.36) and a related no-action letter (Latham & Watkins LLP, March 12, 2025), the staff of the Securities and Exchange Commission’s Division of...more

BCLP

New SEC Staff Guidance on Verification of Investor Accreditation in Private Placements Involving General Solicitation

BCLP on

On March 12, 2025, the SEC staff confirmed in a no-action letter that issuers may rely on high minimum investment levels, as well as investor self-certification of accredited status, in private offerings involving general...more

Eversheds Sutherland (US) LLP

On the right track: Securities & Exchange Commission adopts rules to streamline private offering exemptions

On November 2, 2020, the Securities and Exchange Commission (the SEC) voted to adopt final amendments (the Amendments) to “simplify, harmonize, and improve certain aspects of the exempt offering framework.” The Securities Act...more

Proskauer - Blockchain and the Law

SEC Sues Kik for ICO

On June 4, 2019, the U.S. Securities and Exchange Commission (the “SEC”) filed a complaint in the Southern District of New York against Kik Interactive Inc. (“Kik”) alleging violations of Section 5 of the Securities Act of...more

Bass, Berry & Sims PLC

The Rumors of the Death of Gun Jumping Have Been Greatly Exaggerated

Bass, Berry & Sims PLC on

Generally speaking, the federal securities laws were drafted with the purpose of limiting the kind and amount of pre-offering publicity permitted in registered public offerings. Pursuant to Section 5(c) of the Securities Act...more

K&L Gates LLP

The International Comparative Legal Guide to: Lending & Secured Finance 2017

K&L Gates LLP on

Innovations in financial technology (“fintech”) are transforming the provision of financial services to consumers and small businesses in ways that are at once profound and mundane. The nascent online lending – or...more

Stinson - Corporate & Securities Law Blog

SEC Proposes to Ease Intrastate Offering Exemption to Facilitate Crowdfunding

The SEC has proposed amendments to Rule 147 under the Securities Act of 1933, which currently provides a safe harbor for compliance with the Section 3(a)(11) exemption from registration for intrastate securities offerings....more

Goodwin

Financial Services Weekly News Roundup - September 2014

Goodwin on

In This Issue: The CFTC provided long-awaited exemptive relief for commodity pool operators that wish to offer their funds in private offerings using general solicitation under Rule 506(c) of the SEC’s Regulation D. ...more

Goodwin

SIFMA Provides Guidance on Verification of Accredited Investor Status by Broker-Dealers and Investment Advisers

Goodwin on

The Securities Industry and Financial Markets Association (SIFMA) issued a memorandum (the “Memorandum”) with guidance for registered broker-dealers and investment advisers on various non-exclusive means of verifying an...more

Proskauer Rose LLP

SEC Releases New Guidance on Accredited Investor Determination and Verification

Proskauer Rose LLP on

On July 3, 2014, the Securities and Exchange Commission (SEC) issued six new Compliance and Disclosure Interpretations (CDIs) regarding the determination and verification of accredited investor status for purposes of Rule...more

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