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 ...
Subscribe
RSS Feed
Follow us on Facebook
Follow us on Twitter
Follow us on LinkedInTopics/Tags
Select- Securities Law
- SEC
- Securities Regulation
- Nasdaq
- Coronavirus
- Tax Planning
- Corporate Tax
- Corporate Law
- Paycheck Protection Program
- IRS
- Taxation
- Dodd-Frank
- Proxy Access Rules
- Securities Litigation
- Private Offerings
- FAST Act
- JOBS Act
- Cryptocurrency
- Cybersecurity and Privacy Law
- SEC Enforcement
- Hedging
- Crowdfunding
- Consumer Protection Act
- Corporate Governance
- Real Estate Law
- Ohio LLC Act
- Conflict Minerals
- Emerging Growth Companies
- Investors
- Intellectual Property
- Technology
- Opportunity Zone
- LIBOR
- Pay Ratio Disclosure
- Whistleblower
- Mergers & Acquisitions
- Accredited Investors
- Sales Tax
- United States Supreme Court
- Litigation
- Online Trading Platforms
- IPO
- Registration Statement
- Executive Compensation
- Health Care Act
- Annual Reports
- Ohio Foreclosure Reform
- Family-Controlled Entities
- Gift and Estate Transfers
- Director Compensation
- Wall Street Reform
- Board of Directors
- Director Independence
- Clawback Rules
- Cyber Insurance
- Data Breach
- Regulation A
- Regulation D
- Total Shareholder Return
- 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
- Benefits
- Healthcare Reform
- Marketing
- Public Company Transition Rules
- Employment Incentives
- HIRE Act
- Social Security Tax
- Tax Credit
Recent Posts
- Update: SEC Postpones Decision on Nasdaq's New Listing Rules to Advance Board Diversity
- SEC Charges AT&T and Three Executives with Regulation FD Violations
- Stimulus Package Reverses IRS’s Position on Deductibility of PPP Expenses and Other Loan Forgiveness Issues
- Nasdaq Proposes New Listing Rules to Advance Board Diversity: Comply or Explain
- More Disclosure Modernization: SEC Adopts Significant Amendments to Financial Disclosure Rules
- SEC Eases Limits and Rules on Private Offerings
- SEC Proposes Conditional Exemption for "Finders" Involved in Capital Raising
- 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