I. INTRODUCTION

- A. Outline Coverage

- This outline reviews the SEC’s interpretations that relate to the integration of private and public offerings and the challenges they impose for the capital formation process. The outline also describes current policies of the SEC staff that affect so-called “PIPE” offerings and “private equity lines.” It has been updated to reflect the impact of the JOBS Act described below and the SEC’s adoption of implementing rules and interpretations under that Act.

B. Recent Developments

- On April 5, 2012, the President signed into law the Jumpstart Our Business Startups Act, the JOBS Act, the most significant securities legislation affecting capital raising in many decades. Among other things, the JOBS Act, especially by directing the SEC to amend Rule 506 to permit general solicitation in some circumstances and permitting test-the waters communications by some companies before or after the filing of a registration statement for a public offering, will have a significant impact on various aspects of the integration analysis for private and public offerings. As directed by the JOBS Act, the SEC has amended Rule 506, effective September 23, 2013, to permit such general solicitation. Also, as directed by the Dodd-Frank Act, the SEC has added, as of such date, “bad actor” disqualification provisions to Rule 506. In addition, the SEC has proposed for comment further changes to Regulation D relating primarily to use of Rule 506. Some of the impacts of these changes are clear now; others will become clearer as any further SEC rulemaking and guidance occurs and as market practices evolve over time.