Yesterday, the SEC proposed rules to eliminate the prohibition against general solicitation and advertising in private offerings under Securities Act Regulation D Rule 506 and Rule 144A. The proposed rules do not develop in any meaningful way the provisions contemplated in the JOBS Act. The SEC will seek public comment on the proposed rules for 30 days.
Under proposed rules for Rule 506 offerings, companies issuing securities would be permitted to use general solicitation and advertising to offer securities if they take reasonable steps to verify that the purchasers of the securities are accredited investors.
Under the proposed rules for Rule 144A offerings, securities may be offered to persons other than Qualified Institutional Buyers, including by means of general solicitation, if the securities are sold only to persons whom the seller reasonably believes is a QIB.
We will have to see how final rules may provide more, if any, specificity around verification methods; the proposing release notes that any "specific" methods would be "impractical."- Partner
Mark Reuter advocates for business clients in transactions, proceedings and conflicts regulated by federal and state securities laws and stock exchange rules. A partner in the firm’s Business Representation & Transaction ...
Topics/Tags
Select- Securities Law
- Securities Regulation
- SEC
- Corporate Law
- Coronavirus
- Cybersecurity and Privacy Law
- Mergers & Acquisitions
- Nasdaq
- Economic Sanctions
- Ohio LLC Act
- Tax Planning
- Dodd-Frank
- IRS
- Paycheck Protection Program
- Corporate Tax
- Cybersecurity Regulation
- JOBS Act
- FAST Act
- Proxy Access Rules
- Securities Litigation
- Corporate Governance
- Consumer Protection Act
- SEC Enforcement
- Crowdfunding
- Cryptocurrency
- Hedging
- Conflict Minerals
- Real Estate Law
- Taxation
- Private Offerings
- Emerging Growth Companies
- Investors
- Pay Ratio Disclosure
- Whistleblower
- Intellectual Property
- Technology
- Opportunity Zone
- LIBOR
- Accredited Investors
- Sales Tax
- United States Supreme Court
- Online Trading Platforms
- Executive Compensation
- Health Care Act
- IPO
- Registration Statement
- Annual Reports
- Wall Street Reform
- Ohio Foreclosure Reform
- Director Compensation
- Family-Controlled Entities
- Gift and Estate Transfers
- Board of Directors
- Director Independence
- Clawback Rules
- Cyber Insurance
- Data Breach
- Lenders
- Receivership Statute
- Regulation A
- Regulation D
- Total Shareholder Return
- Compensation Committee Certification
- CDEs
- CDFI Fund
- Community Development Entities
- Community Development Financial Institutions Fund
- Government Shutdown
- New Markets Tax Credit
- NMTC
- NMTC Financing
- Regulation Fair Disclosure
- Social Media
- Benefits
- Healthcare Reform
- Litigation
- Marketing
- Public Company Transition Rules
- Employment Incentives
- HIRE Act
- Social Security Tax
- Tax Credit
Recent Posts
- Corporate Transparency Act Update – FinCEN Issues Notice of Proposed Rulemaking
- SEC Amends Insider Trading Rules: New Conditions, Requirements, and Related Disclosures
- SEC Reopens Comment Period for 11 Proposed Rules Due to Technological Error
- Corporate Transparency Act Update—FinCEN Issues Final Rule
- SEC Provides Sample Guidance on Disclosure of Russia-Ukraine Invasion
- Proposed SEC Climate-Related Disclosure Requirements
- Proposed SEC Cybersecurity Rules
- International Unrest and its Impact on M&A
- The United States Ramps Up Severe Economic Sanctions on Russia and Export Controls
- Revised Ohio LLC Statute