The Staff of the SEC’s Division of Trading and Markets recently published a series of FAQs addressing certain broker-dealer matters arising in connection with Title II of the JOBS Act. The FAQs are available here: http://www.sec.gov/divisions/marketreg/exemption-broker-dealer-registration-jobs-act-faq.htm. Title II of the JOBS Act formalizes the guidance that has been provided by the SEC in various no-action… Continue Reading
Tag Archives: Rule 506
Section 3(b)(2) Exemption and Capital-Raising by Banks
Posted in Regulation A+Many banks have taken advantage of the provisions of the JOBS Act regarding the holder-of-record threshold to deregister and terminate their registration. Banks may want to consider their capital-raising alternatives going forward. A community or small bank that is no longer subject to Exchange Act filing requirements may consider a Rule 506 offering. A Rule… Continue Reading
Integration Disintegration?
Posted in Rule 506 RulemakingOne of the thorniest issues for securities lawyers always has been addressing potential integration questions. We have been trained to recognize that there are heightened concerns associated with offerings occurring in close proximity to one another, or changes in offering format (from private to public or public to private offering). Over time, the SEC has… Continue Reading
Trust, and Verify
Posted in Rule 506 RulemakingIn considering the relaxation of the prohibition against general solicitation and general advertising that was incorporated into the JOBS Act, Congressional attention seemed to focus on some quid pro quo arrangement that demands verification of accredited investor status. This leads us to wonder why it takes a “trade” of this sort to justify removing the… Continue Reading