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Tag Archives: Rule 506

SIFMA Guidance on Investor Verification

Posted in Rule 506

SIFMA has issued a Memorandum intended to provide broker-dealers and advisers with guidance regarding procedures for investor verification in connection with offerings made pursuant to Rule 506(c). Morrison & Foerster has signed on to support the procedures, which are useful examples of possible approaches to verification.  The white paper and forms may be viewed here…. Continue Reading

Hearing on Proposed JOBS Act Related Bills

Posted in JOBS Act News, Regulation A+

On May 1st, the House Financial Services Committee will hold a hearing (see:  http://financialservices.house.gov/calendar/eventsingle.aspx?EventID=377434) on various proposed bills related to the JOBS Act.  One of the bills addresses the crowdfunding framework and would have the effect of striking Title III of the JOBS Act and reverting to the House version of the crowdfunding title in… Continue Reading

Reg D and Private Placements Boot Camp

Posted in Events, Private Placements, Rule 506

On March 13-15, 2014, Morrison & Foerster partner Marty Dunn will participate on the faculty of an ALI CLE course called “Regulation D Offerings and Private Placements.” The course will focus on private placements and the new regulatory environment as a result of the JOBS Act. The course will be held in Paradise Valley, AZ,… Continue Reading

Regulation D/Form D Proposed Amendments

Posted in Rule 506

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

Update on Private Offering Rulemaking Progress

Posted in SEC News

During the American Bar Association’s Business Law Section Fall Meeting, the Federal Regulation of Securities Committee hosted a dialogue with the Director of the SEC’s Division of Corporation Finance, Keith Higgins.  Mr. Higgins noted that the SEC Staff is tracking Rule 506 offerings, and thus far, there have been slightly over 300 offerings made using… Continue Reading

SEC Issues 11 C&DIs On Rule 144A and Rule 506(c)

Posted in SEC News

On November 13, 2013, the SEC issued 11 new Compliance & Disclosure Interpretations regarding Rule 144A and Rule 506(c).  For our readers’ convenience, we have put the 11 new C&DIs in their own document [http://www.mofo.com/files/Uploads/Images/131113-SEC-CDIs-re-Rule-506c-and-Rule-144A.pdf].  As with previous C&DIs, many of the new ones confirm positions that the SEC has already taken in other statements,… Continue Reading

De Minimis Exemption Inhibiting Funds

Posted in Rule 506

Quite a number of collective investment vehicles, including funds, and other entities that may not be viewed by the CFTC as “operating companies” may, in the absence of specific relief or an available exemption, be a “commodity pool.”  Many entities rely on the CFTC’s Rule 4.13 de minimis exemption (given their limited use of swaps… Continue Reading

Bloomberg BNA JOBS Act Event

Posted in Events, Rule 506

On Thursday, October 3, 2013, Morrison & Foerster partner Anna Pinedo will participate in a complimentary Bloomberg Law Event entitled “Outlook on Securities—The JOBS Act”. The seminar will focus on the latest developments in JOBS Act rulemaking by the Securities and Exchange Commission. For more information about the event, and to register, please visit: http://about.bloomberglaw.com/events/outlook-on-securities-the-jobs-act/.

How do the SEC “Bad Actor” Disqualifying Events Fit with FINRA Forms U4 and U5?

Posted in Rule 506, SEC News

The new SEC “bad actor” provisions of Rule 506(d) become effective on September 23, 2013.  Investment banks, which monitor FINRA compliance by their professionals, must ensure that their compliance systems capture all the potentially new requirements of Rule 506(d).  The FINRA disclosure obligations of Forms U4 and U5 are more extensive than the Rule 506(d)… Continue Reading

News You Can Use

Posted in JOBS Act News, Private Placements, Rule 506

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

New JOBS Act-related Broker-Dealer FAQs Published

Posted in Broker-Dealer Registration

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

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

One 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

In 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