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Tag Archives: Reg D

JOBS Act: From A+ to D

Posted in JOBS Act News, Regulation A+, SEC News

Today is the end of the comment period on the SEC’s proposing release concerning Regulation A+.  A number of comment letters already have been filed and are available here: http://www.sec.gov/comments/s7-11-13/s71113.shtml.  Additional comment letters are likely to be received in the next few days.  The letters overwhelmingly support the SEC’s approach. In a recent speech, SEC… Continue Reading

Regulation D/Form D Proposed Amendments

Posted in Rule 506 Rulemaking

On the same day that the SEC adopted changes to Rule 506 and Rule 144A in order to relax the prohibition against general solicitation, the SEC proposed for comment amendments to Form D, Regulation D and Rule 156.  These proposed rules were met with an extraordinary number of comments given that many felt that the… Continue Reading

SEC Small Business Forum

Posted in SEC News

Today the SEC announced the agenda and speakers for its annual Small Business Forum, which will focus on developments in the Regulation D market.  The forum is open to the public.  Information is available here:  http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370540364613.

News You Can Use

Posted in JOBS Act News, Private Placements, Rule 506 Rulemaking

Morrison & Foerster lawyers Anna Pinedo, David Lynn, Nilene Evans and Bradley Berman have prepared several standard representations, warranties and covenants relating to the use of general solicitation under Rule 506(c) offerings and to the bad actor disqualification provision of Rule 506(d). To view the resources, please visit: General Solicitation (Rule 506(c)) Representations and Covenants… Continue Reading

FINRA Actions and the Due Diligence Obligations of Broker-Dealers in Private Placements

Posted in Private Placements

Private placements and the due diligence obligations of broker-dealers in such transactions have recently come under increased scrutiny from FINRA as part of a broader trend reflected most notably in the filing requirements for private placements that went into effect on December 3, 2012 (FINRA Rule 5123). This trend of increased scrutiny also is likely… Continue Reading

Webcast: What do the New General Solicitation Rules Really Mean for Private Capital Raising?

Posted in Events, Private Placements, Rule 506 Rulemaking

Morrison & Foerster, together with Practical Law Company, presented a webcast on the new general solicitation rules. The webcast analyzed the impact of the SEC’s removal of the ban on general solicitation in certain private offerings that was required by the JOBS Act. The program also discussed conducting Regulation D and 144A offerings going forward,… Continue Reading

Regulation D Study

Posted in Rule 506 Rulemaking

The recent SEC adopting releases cite an updated SEC Risk Fin (now renamed the Division of Economic and Risk Analysis) study titled, Capital Raising in the U.S.:  An Analysis of Unregistered Offerings Using the Regulation D Exemption, 2009-2012.  This new study updates in part the Risk Fin 2012 study on exempt offerings, which we have… Continue Reading

SEC Adopts Amendments to Rule 506

Posted in Rule 506 Rulemaking

This morning, the SEC adopted amendments to Rule 506 of Regulation D and Rule 144A under the Securities Act to implement Section 201(a) of the JOBS Act.  The SEC adopted new paragraph (c) in Rule 506, which would permit the use of general solicitation and general advertising, subject to the following conditions: the issuer must… Continue Reading

JOBS Act Webcast: SEC’s New Regime for Private Placements

Posted in Events, Private Placements, Rule 506 Rulemaking, SEC News

On Wednesday, July 10, the Securities and Exchange Commission will consider adopting amendments to its rules governing private placements of securities. The amendments will likely eliminate (a) the prohibition on general solicitation and general advertising for private placements to accredited investors under Rule 506 and (b) the prohibition on offers to non-qualified institutional buyers in… Continue Reading

SEC Announces Open Meeting to Adopt Title II Rules

Posted in JOBS Act News, Rule 506 Rulemaking, SEC News

On July 3, 2013 the SEC posted a Sunshine Act Notice announcing an open meeting on July 10, 2013.  At the open meeting, the SEC intends to consider the following matters: whether to adopt amendments to eliminate the prohibition against general solicitation and general advertising in certain securities offerings conducted pursuant to Rule 506 of… Continue Reading

Advisory Committee on Small and Emerging Companies

Posted in Advisory Committee on Smaller and Emerging Companies

The SEC has made available the archived version of the webcast from the most recent meeting, held on May 1, 2013.  The meeting included presentations from Duncan Niederauer, Chief Executive Officer of NYSE Euronext, and William Hambrecht, CEO of WR Hambrecht + Co., as well as discussions with several Commissioners.  The webcast is accessible from… Continue Reading

FundersClub Obtains Broker-Dealer Registration No-Action Relief

Posted in Broker-Dealer Registration, Crowdfunding, Private Placements, Rule 506 Rulemaking, SEC News

On March 26, 2013, the SEC’s Division of Trading and Markets provided no-action relief to FundersClub Inc. and FundersClub Management LLC, indicating that the Division would not recommend enforcement action under Section 15(a)(1) of the Exchange Act if FundersClub and FundersClub Management LLC operated a platform through which its members could participate in Rule 506… Continue Reading

SEC’s Investment Advisory Committee Recommends Filing of General Solicitation Material

Posted in Rule 506 Rulemaking

The SEC’s Investment Advisory Committee has recommended that the SEC should require issuers relying on the exemption from the ban on general solicitation and advertising to file a form as a precondition for claiming the exemption, and also file with the SEC general solicitation and general advertising material they use in private offerings that rely… Continue Reading

Eliminating the Prohibition on General Solicitation for Commodity Pools

Posted in Rule 506 Rulemaking

When the SEC finalizes proposed rules that eliminate the prohibition on general solicitation and general advertising, private funds will be free to jump in and publicly offer their securities, right? Not so fast, especially if the private fund is a commodity pool under the Commodity Exchange Act. Among other things, Section 201(a)(1) of the JOBS… Continue Reading

Threat Level Orange

Posted in Crowdfunding, Rule 506 Rulemaking

The state securities regulators, NASAA, just recently published their list of financial products that pose investor protection concerns.  Not surprisingly given the level of rhetoric from the states, crowdfunding and internet-based offers of securities are at the top of the list of “new threats” to investors.  The state securities regulators caution that once JOBS Act… Continue Reading

The JOBS Act and Private Funds

Posted in Rule 506 Rulemaking

Section 201(a)(1) of the JOBS Act directs the SEC to repeal the ban on general solicitation and general advertising in securities offerings under Rule 506 of Regulation D and Rule 144A.  Can advertisements for hedge funds in Cigar Aficionado and The Wine Spectator be far behind? Not so fast.  The SEC has missed its July 4 deadline… Continue Reading

Confirmation of the Obvious: GAO Publishes Reg A Report

Posted in Regulation A+

The JOBS Act directed the GAO to undertake a study concerning the factors impeding greater use of currently Regulation A.  The GAO study examines trends in Regulation A offerings, noting that the number of offerings increased from 1992 through 1997.  This increase followed the SEC’s changes to the offering ceiling for Regulation A offerings from… Continue Reading

A Boon for Private Placements

Posted in Rule 506 Rulemaking

The JOBS Act was signed into law three months ago today, and much of the excitement thus far has been focused on the IPO on-ramp provisions.  However, the most significant, or perhaps most lasting, changes may actually result for the private placement market.  Although, on a relative basis, in recent years there have been fewer regulatory… Continue Reading

Whither the Title II Rulemaking?

Posted in Rule 506 Rulemaking

Title II of the JOBS Act directs the SEC to revise Rule 506 of Regulation D to provide that the prohibitions against general solicitation or general advertising in Rule 502(c) do not apply to offers and sales of securities made pursuant to Rule 506, provided that all purchasers of the securities are accredited investors.  The… Continue Reading