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
Tag Archives: Reg D
FundersClub Obtains Broker-Dealer Registration No-Action Relief
Posted in Broker-Dealer Registration, Crowdfunding, Private Placements, Rule 506 Rulemaking, SEC NewsOn 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 RulemakingThe 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 RulemakingWhen 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 RulemakingThe 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
SEC Postpones Consideration of Title II Rule Changes
Posted in Rule 506 RulemakingToday, the SEC removed from the August 22nd Open Meeting agenda the consideration of rules to eliminate the prohibition against general solicitation and general advertising in securities offerings conducted pursuant to Rule 506 of Regulation D under the Securities Act and Rule 144A under the Securities Act, as mandated by Section 201(a) of the JOBS… Continue Reading
The JOBS Act and Private Funds
Posted in Rule 506 RulemakingSection 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 RulemakingThe 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
Title II Rulemaking Set for August 22 Open Meeting
Posted in Rule 506 RulemakingOn the heels of last week’s announcement by Chairman Schapiro that the SEC did not plan to adopt changes to Rule 506 of Regulation D and Rule 144A by the 90-day deadline contemplated in the JOBS Act, the SEC issued a Sunshine Act Notice announcing that the Title II rulemaking will be considered at a Commission Open Meeting… Continue Reading
The Suspense is Over – No JOBS Act Rules Next Week
Posted in Rule 506 RulemakingIf you were holding off on plans for an Independence Day barbeque in anxious anticipation of the SEC rules lifting the ban on general solicitation and general advertising in Rule 506 offerings under Title II of the JOBS Act, you can go ahead and buy the hot dogs and charcoal. As I noted in the… Continue Reading
Whither the Title II Rulemaking?
Posted in Rule 506 RulemakingTitle 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