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
- IRS
- Tax Planning
- Corporate Transparency Act
- Corporate Law
- Taxation
- Nasdaq
- Coronavirus
- Clawback Rules
- SEC Enforcement
- Cybersecurity and Privacy Law
- Dodd-Frank
- Mergers & Acquisitions
- Paycheck Protection Program
- Economic Sanctions
- Ohio LLC Act
- Corporate Tax
- JOBS Act
- FAST Act
- Corporate Governance
- Consumer Protection Act
- Proxy Access Rules
- Securities Litigation
- Crowdfunding
- Cybersecurity Regulation
- Cryptocurrency
- Conflict Minerals
- Hedging
- Real Estate Law
- Emerging Growth Companies
- Investors
- Pay Ratio Disclosure
- Private Offerings
- Whistleblower
- Intellectual Property
- Technology
- LIBOR
- Opportunity Zone
- Accredited Investors
- Sales Tax
- United States Supreme Court
- Executive Compensation
- Health Care Act
- Online Trading Platforms
- IPO
- Registration Statement
- Wall Street Reform
- Annual Reports
- Family-Controlled Entities
- Gift and Estate Transfers
- Ohio Foreclosure Reform
- Director Compensation
- Board of Directors
- Director Independence
- Total Shareholder Return
- Cyber Insurance
- Data Breach
- Lenders
- Receivership Statute
- Regulation A
- Regulation D
- 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
- Litigation
- Public Company Transition Rules
- Tax Credit
- Employment Incentives
- HIRE Act
- Social Security Tax
Recent Posts
- SEC Wins ‘Shadow Insider Trading’ Trial
- SEC Voluntarily Stays Climate Rules
- New SEC Climate Disclosure Rules – Temporarily Stayed
- Corporate Transparency Act Ruled Unconstitutional
- SEC Climate Rule Vote Scheduled for March 6, 2024
- Limited Partners’ Tax Savings from Self-Employment Taxes are under Scrutiny
- FinCEN Extends the Corporate Transparency Act Reporting Deadline for Newly Created Entities
- SEC Postpones Share Repurchase Modernization Disclosure Rules
- Effective Date of SEC Clawback Rule Finally In Sight
- SEC Sued Over Newly Adopted Share Repurchase Rules