LexisNexis® Legal Newsroom
Duane Morris Alert: SEC Proposes Disqualifying "Bad Actors" from Rule 506 Offerings

Proposed "bad actor" rules are likely to increase the risks and costs associated with Rule 506 offerings. The U.S. Securities and Exchange Commission (SEC) has announced proposed rules 1 that would deny the safe-harbor exemption provided by Rule 506 of Regulation D to securities for any...

What Does the Future Hold for Crowdfunding Legislation?

Previous, I summarized the Entrepreneur Access to Capital Act (H.R. 2930) , a bill which provides for a crowdfunding exemption to the registration requirements of federal and state securities laws. The bill was recently passed by the U.S. House of Representatives, and now awaits U.S. Senate action...

Amending the Ban on General Solicitation and Advertising

There seems to be some momentum for changes to the Regulation D's prohibition on advertising a private fund offering. The Managed Funds Association has asked the SEC to start a rulemaking and one of the SEC's new advisory committees has also recommended a change. The SEC's new Advisory...

Should Private Funds Be Exempt from the Ban on General Solicitation?

The Managed Funds Association recently submitted a comment letter to the Securities and Exchange Commission dated January 6, 2012 requesting the SEC to amend Rule 502(c) of Regulation D to exempt private funds, such as hedge funds, private equity funds, and venture capital funds, from the ban on general...

EB-5 Practice under the JOBS Act

Since the Jumpstart Our Business Startups Act (JOBS Act) was passed by Congress this past April, the EB-5 community has waited in anticipation for the Securities Exchange Commission (SEC) to revise its rul es to remove the prohibition on general solicitation and general advertising under Regulation...

Ban on General Solicitation in Private Offerings Ends September 23, 2013

It’s official. The new SEC rules ending the ban on advertising and general solicitation in Regulation D private securities offerings to accredited investors were published in the US Federal Register on July 24. They are effective 60 days later, or September 23, 2013. After that companies and their...

SEC Chair White: Move on New Regulation D Proposal

As many know, when the SEC passed rules allowing companies and private funds to use general solicitation and advertising in certain private securities offerings as mandated by the Jumpstart Our Business Startups (JOBS) Act, they also proposed a series of rules that would add investor protections in such...

Overview of Proposed SEC Crowdfunding Rules

by Trent Dykes and Nathan Luce Earlier today, the Securities and Exchange Commission (SEC) took an important step in making securities-based crowdfunding a reality for many small companies with the release of its proposed rules governing crowdfunding. The proposed rules, called “Regulation Crowdfunding...

Rule 506(d) “Bad Actor” Disqualifications: Who’s a Bad Actor and Why are They Bad? - Part I

Rule 506 is by far the most widely used Regulation D exemption for conducting private placements. According to the SEC, about 90-95% of all private placements are conducted pursuant to Rule 506. This Rule permits sales of an unlimited dollar amount of securities without Securities Act registration, provided...

New Era in Private Capital Raising – Opening Up General Solicitation and General Advertising

by David Carroll The next few years may be the largest watershed event in opening up private equity capital since the 1980s when Regulation D was first published by the Securities and Exchange Commission (“SEC”). By allowing general solicitation and general advertising in private offerings...