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."
PartnerMark 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 ...
Get Updates By Email
RSS Feed
Follow us on Facebook
Follow us on Twitter
Follow us on LinkedInTopics/Tags
Select- Coronavirus
- Securities Law
- SEC
- Securities Regulation
- Paycheck Protection Program
- Corporate Law
- IRS
- Proxy Access Rules
- Securities Litigation
- Tax Planning
- Dodd-Frank
- FAST Act
- JOBS Act
- Cryptocurrency
- Hedging
- Ohio LLC Act
- SEC Enforcement
- Cybersecurity and Privacy Law
- Crowdfunding
- Intellectual Property
- Technology
- Corporate Tax
- Real Estate Law
- Consumer Protection Act
- Corporate Governance
- Emerging Growth Companies
- Investors
- Opportunity Zone
- Conflict Minerals
- LIBOR
- Nasdaq
- Pay Ratio Disclosure
- Whistleblower
- Accredited Investors
- Sales Tax
- United States Supreme Court
- Mergers & Acquisitions
- Online Trading Platforms
- Litigation
- IPO
- Registration Statement
- Annual Reports
- Ohio Foreclosure Reform
- Executive Compensation
- Family-Controlled Entities
- Gift and Estate Transfers
- Health Care Act
- Director Compensation
- Board of Directors
- Director Independence
- Wall Street Reform
- Clawback Rules
- Total Shareholder Return
- Cyber Insurance
- Data Breach
- Regulation A
- Regulation D
- Business Process Improvement
- Employer Policies
- Employment Litigation
- Labor & Employment Law
- Labor Law
- Lenders
- Receivership Statute
- Sixth Circuit
- 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
- Marketing
- Benefits
- Healthcare Reform
- Public Company Transition Rules
- Employment Incentives
- HIRE Act
- Social Security Tax
- Tax Credit
Recent Posts
- Ohio Adopts Protections for Ohio Businesses from Coronavirus - Related Lawsuits
- SEC Scales Back Financial Disclosures for Business Combinations
- State of Ohio Issues Urgent Health Advisory and Partial Rescission of “Stay at Home” Order
- SEC Adopts Temporary Rules to Expedite Regulation Crowdfunding Offerings Amid COVID-19 Pandemic
- Treasury Releases PPP Loan Forgiveness Application
- COVID-19 Tort Liability Bills Work Their Way Through the Ohio General Assembly
- SBA Provides Small PPP Loan Borrowers Additional Comfort on Eve of Safe Harbor Deadline
- Hamilton County Small Business Loan Program
- Should I Have My Customers Sign Liability Waivers?
- Paycheck Protection Program - No Deduction for Expenses Allocable to Forgiven Income