News & Analysis as of

Securities and Exchange Commission (SEC) Private Offerings Private Placements

Tannenbaum Helpern Syracuse & Hirschtritt LLP

SEC Resolves Uncertainty around Verification Requirement for Private Offerings under Rule 506(c)

On March 12, 2025, the Division of Corporation Finance (the “Division”) of the SEC issued a no-action letter (the “No-Action Letter”) providing new guidance on Rule 506(c) of Regulation D under the Securities Act....more

Oberheiden P.C.

10 Keys to Selecting the Best Private Placement Attorney

Oberheiden P.C. on

When it comes to raising capital for your business, private placements offer a compelling alternative to traditional methods like bank loans or venture capital. However, navigating the intricate legal landscape of securities...more

Goodwin

FINRA Proposes to Add ‘Knowledgeable Employees’ to Category of Persons Who May Receive Projections and Targeted Returns Under Rule...

Goodwin on

This amendment builds on FINRA’s recent willingness to relax the prohibition on the use of projections and targeted returns in the marketing materials broker-dealers deliver to institutional investors and qualified...more

Latham & Watkins LLP

FINRA Issues Proposal to Mandate Filing of All Retail Communications Regarding Certain Private Placements

Latham & Watkins LLP on

In setting forth its rationale, FINRA observed that private placement retail communications reviewed by AdReg have “revealed significant and pervasive” violations of FINRA Rule 2210. On October 28, 2020, the Financial...more

Eversheds Sutherland (US) LLP

SEC proposes exempting certain finders from broker registration

On October 7, 2020, the US Securities and Exchange Commission (SEC) proposed granting exemptive relief from the broker registration requirement in Section 15 of the Securities Exchange Act of 1934, as amended (the Exchange...more

Skadden, Arps, Slate, Meagher & Flom LLP

Financial CHOICE Act Aims to Open Capital Markets and Reduce Regulatory Burdens

On June 8, 2017, the House of Representatives passed, by a 233-186 party-line vote (with all Democrats and one Republican voting against), the Financial CHOICE Act of 2017, a bill principally designed to reverse many features...more

McGuireWoods LLP

SEC Helps Issuers Avoid Relationship Drama in Capital Raising: New Guidance on General Solicitation

McGuireWoods LLP on

On August 6, 2015, the Securities and Exchange Commission (SEC) staff issued important guidance concerning general solicitation and general advertising (collectively, general solicitation), including the use of online...more

Adler Pollock & Sheehan P.C.

Glossary of Important Securities Regulation Terms and Definitions

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

Mintz

Citizen.VC No Action Letter: Clarity and Guidance for Conducting a Private Placement Online

Mintz on

The SEC has recently provided clarity as to how an issuer of securities can conduct a private placement in a password protected web page under Rule 506(b), without it being deemed a “general solicitation” and thereby being...more

Morrison & Foerster LLP - JOBS Act

A-Okay, Regulation A+

This is a very brief, initial summary. We will be reporting on the final rule in an upcoming alert. The SEC’s proposed rules already had provided a very practical format for private issuers seeking to raise capital. The...more

Katten Muchin Rosenman LLP

SEC’s Office of Investor Education and Advocacy Releases Alert on Identifying Fraudulent Private Placements

On August 4, the Securities and Exchange Commission’s Office of Investor Education and Advocacy issued an Investor Alert to assist investors in identifying potentially fraudulent private placements. In the Alert, the Office...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

Winstead PC

Impacts of SEC Rule Changes Allowing General Solicitation

Winstead PC on

The SEC’s Jumpstart Our Business Startups Act rule eliminating the ban on advertising private offerings by hedge funds, buyout firms, and startups will be lifted and this article looks at how these SEC rule changes could...more

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