Securities Exchange Act, Regulation D

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2021 Edition

Latham & Watkins LLP on 9/10/2021

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

US IPO Guide - 2021 Edition

Latham & Watkins LLP on 7/2/2021

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

SEC Harmonizes and Improves “Patchwork” Private Offering Framework

Mintz - Securities & Capital Markets... on 11/13/2020

On November 2, the SEC adopted amendments designed to harmonize and simplify the existing, complicated framework of private offering exemptions—the primary method by which private companies raise capital. The amendments...more

SEC Adopts Amendments Facilitating Opportunities for Access to Additional Capital

Fenwick & West LLP on 11/12/2020

The U.S. Securities and Exchange Commission has issued a release adopting amendments (“final rules”) to certain of its rules relating to exemptions from registration under the Securities Act of 1933 (Securities Act). The...more

SEC “Harmonizes” Exempt Offering Framework

Buchalter on 11/10/2020

On November 2, 2020, the Securities and Exchange Commission voted to harmonize, simplify, and improve the current tangled framework for exempt securities offerings, a move intended to promote capital formation and expand...more

SEC Commissioner Peirce Proposes Safe Harbor for Blockchain Developers

Goodwin on 2/19/2020

Speaking at the International Blockchain Congress in Chicago on February 6, 2020, SEC Commissioner Hester Peirce proposed a safe harbor from U.S. securities laws so that developers of blockchain protocols could offer and sell...more

SEC Proposes Rule Amendments Designed to Expand Access to Private Investment Opportunities

Cadwalader, Wickersham & Taft LLP on 1/23/2020

By a 3-2 vote, the Securities and Exchange Commission (the “SEC”) approved the publication of a release on December 18, 2019, generally expanding the scope of the definitions of “accredited investor” in Rule 501(a) of...more

SEC Proposes Amendments to Definitions of “Accredited Investor” and “Qualified Institutional Buyer”

Sullivan & Worcester on 1/3/2020

The U.S. Securities and Exchange Commission (the "SEC") proposed on December 18, 2019 amendments to, among other things, its current rules under the Securities Act of 1933 (the "Securities Act") relating to the definitions of...more

SEC Proposes Update to Accredited Investor Definition that Would Make Private Markets Available to More Investors

Faegre Drinker Biddle & Reath LLP on 1/2/2020

On December 18, 2019, the Securities and Exchange Commission (SEC) voted to propose amendments to the definition of “accredited investor” in Rule 501(a) of Regulation D (Reg D) under the Securities Act of 1933 (Securities...more

A Rising Tide May Lift All Boats: SEC Adopts Rule 163B, Permitting All Issuers to “Test the Waters”

Pillsbury Winthrop Shaw Pittman LLP on 10/31/2019

The rule is an expansion of a popular modernization reform previously only available to emerging growth companies. All issuers considering a registered securities offering will now be able to engage in “testing-the-waters”...more

A Question To The SEC After The Block.One Settlement: Has The Sec Decided To Be Less Aggressive In Sanctioning Violations By...

Wilson Sonsini Goodrich & Rosati on 10/18/2019

Until September 30, 2019, Securities and Exchange Commission (“SEC”) enforcement actions in the crypto industry conveyed a consistent message: most crypto is a security, and if a token issuer does not follow the registration...more

Meet Me at the Arcade: SEC Provides No-Action Relief for Ethereum-Based Gaming Token

Latham & Watkins LLP on 7/30/2019

The SEC issues second no-action letter for a digital token, but will “utility” token offerings reach the next level? Gamers, rejoice! In only its second no-action letter to date for digital tokens, the SEC cleared the way...more

From Home Sharing and Ride Sharing to Shareholding

Pillsbury Winthrop Shaw Pittman LLP on 10/26/2018

Airbnb and Uber add support to revision of Rule 701 to dramatically expand availability of Rule 701 for equity grants by “gig economy” companies. Airbnb and Uber want the SEC to reform Rule 701 to permit equity issuances...more

Inside the Courts – An Update From Skadden Securities - June 2017

Skadden, Arps, Slate, Meagher & Flom LLP on 6/9/2017

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February 2017 and April 2017. The cases address developing trends in class actions, ERISA, fiduciary duties,...more

Rule 504 Becomes Useful Tool for Smaller Capital Raising and M&A Transactions

Sheppard Mullin Richter & Hampton LLP on 11/29/2016

On October 26, 2016, the SEC amended Rule 504 of Regulation D under the Securities Act of 1933 (the “Securities Act”) to increase the maximum amount of securities that may be sold thereunder in any 12-month period from $1...more

The CATO Institute Assesses the Effectiveness of the JOBS Act

Morrison & Foerster LLP - JOBS Act on 5/5/2016

On May 3, 2016, the CATO Institute published a policy paper titled, “A Walk Through the JOBS Act of 2012: Deregulation in the Wake of Financial Crisis,” which assesses the JOBS Act and offers certain policy recommendations. ...more

"Corporate Finance Alert: SEC Finalizes Crowdfunding Rules, Proposes to Expand Intrastate Offering and Rule 504 Exemptions"

Skadden, Arps, Slate, Meagher & Flom LLP on 11/5/2015

The U.S. Securities and Exchange Commission (SEC) recently took several important steps to facilitate smaller securities offerings. First, it adopted final rules for the new Securities Act exemption for securities-based...more

SEC Advisory Committee Recommends Additional Clarity Regarding So-Called “Finders”

Seyfarth Shaw LLP on 10/8/2015

The Securities and Exchange Commission ("SEC") Advisory Committee on Small and Emerging Companies ("Advisory Committee") announced new recommendations to make it easier for small and emerging companies to raise capital using...more

"Corporate Finance Alert: SEC Adopts Regulation A+ to Provide New Exemption for Smaller Capital-Raising Transactions"

Skadden, Arps, Slate, Meagher & Flom LLP on 4/2/2015

On March 25, 2015, the U.S. Securities and Exchange Commission (SEC) adopted the final rules for the new Regulation A+ exemption, which will permit eligible issuers to conduct securities offerings of up to $50 million without...more

SEC Proposes New Exchange Act Registration Thresholds and Changes to Certain “Held of Record” Definitions

Foley Hoag LLP on 1/8/2015

On December 18, 2014, the Securities and Exchange Commission proposed new rules regarding the thresholds at which issuers may become reporting companies under Section 12(g) of the Securities Exchange Act of 1934, as amended...more

Crowdfunding Disclaimers Aren’t Adequate to Avoid Liability under U.S. Securities Laws

Shumaker, Loop & Kendrick, LLP on 11/13/2014

Warning to non-United States equity crowdfunding sites: it’s not enough to warn that offerings are not being made to United States residents. Your procedures must verify that investors are not United States residents. On...more

SEC Staff Issues Interpretive Guidance on Recently Adopted Amendments to Rule 506 Addressing General Solicitation and Bad...

Dechert LLP on 2/3/2014

Effective September 2013, the U.S. Securities and Exchange Commission (SEC) amended Rule 506 of Regulation D to (1) permit, in certain circumstances, an issuer to engage in general solicitation and general advertising in...more

Securities Exchange Act › Regulation D