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- Securities Law
- SEC
- Securities Regulation
- Proxy Access Rules
- IRS
- Securities Litigation
- Corporate Law
- Tax Planning
- Intellectual Property
- Technology
- Cryptocurrency
- FAST Act
- Hedging
- Dodd-Frank
- JOBS Act
- SEC Enforcement
- Opportunity Zone
- Cybersecurity and Privacy Law
- Crowdfunding
- Corporate Tax
- Real Estate Law
- LIBOR
- Consumer Protection Act
- Emerging Growth Companies
- Investors
- Corporate Governance
- Conflict Minerals
- Pay Ratio Disclosure
- Nasdaq
- Accredited Investors
- Whistleblower
- Sales Tax
- United States Supreme Court
- Online Trading Platforms
- Mergers & Acquisitions
- Litigation
- IPO
- Registration Statement
- Annual Reports
- Ohio Foreclosure Reform
- Family-Controlled Entities
- Gift and Estate Transfers
- Director Compensation
- Executive Compensation
- Health Care Act
- Board of Directors
- Director Independence
- Clawback Rules
- Total Shareholder Return
- Wall Street Reform
- Cyber Insurance
- Data Breach
- Regulation A
- Regulation D
- Lenders
- Receivership Statute
- Business Process Improvement
- Employer Policies
- Employment Litigation
- Labor & Employment Law
- Labor Law
- 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
- Reminders for Annual Reports and Proxy Statements in 2020
- Proposed Amendments to Accredited Investor Definition
- SEC Guidance on Confidential Treatment Applications
- SEC Guidance on Intellectual Property and Technology Risks Associated with International Operations
- NYSE Revised Rule Change Proposal on Direct Listings
- More Developments from the SEC and Proxy Advisory Firms
- Proposed Amendments of Procedural Requirements and Resubmission Thresholds under Exchange Act Rule 14a-8
- Proposed Amendments on “Proxy Advisor” Exemptions
- IRS Issues New Virtual Currency Guidance
- SEC Guidance Relating to Exchange Act Rule 14a-8(i)(7)