News & Analysis as of November 8, 2024

General Solicitation › Broker-Dealer

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General Solicitation typically refers to the soliciting of investors to purchase securities. Prior to the passage of the JOBS Act in 2012, general solicitation was banned in connection with privately offered unregistered securities. Issuers were only permitted to offer such securities to investors with whom they had a pre-existing substantive relationship. Section 201(a) of the JOBS Act lifted the ban on general solicitation, but only with respect to accredited investors. less -

New Proposed SEC Rule Would Allow Finders to Receive Commissions Without Registering as a Broker Dealer

Hinshaw & Culbertson LLP on 11/4/2020

In order to clarify various no action letters and court decisions, the Securities and Exchange Commission (SEC) has proposed an rule that would allow two classes of “finders” to avoid having to register as a broker-dealer or...more

Finders Keepers

McCarter & English, LLP on 10/15/2020

SEC Proposes to Allow Finders to Receive Transaction-Based Compensation in Certain Limited Circumstances Without Having to Register as a Broker-Dealer- In an effort to help small and emerging businesses raise capital, the...more

Proposed Expansion of “Accredited Investor” Definition Would Benefit Issuers and Investors

Farrell Fritz, P.C. on 1/22/2020

The Securities and Exchange Commission is proposing to expand the definition of “accredited investor” to include additional entities that could bear the economic risks of investment and certain financially sophisticated...more

SEC Proposes Amendments to Advertising and Client Solicitation Rules under the Investment Advisers Act

Sullivan & Worcester on 11/18/2019

The U.S. Securities and Exchange Commission (the “SEC”) proposed on November 4, 2019 significant amendments to its current rules under the Investment Advisers Act of 1940 (the “Advisers Act”) relating to investment adviser...more

SEC Proposes Solicitation Rule Amendments

A&O Shearman on 11/18/2019

On November 4, 2019, the U.S. Securities and Exchange Commission (SEC) proposed amendments to rules governing investment adviser advertisements and payment to solicitors under the Investment Advisers Act. The comment period...more

SEC To Overhaul Investment Adviser Advertising Rule

A&O Shearman on 11/18/2019

Two facts may come as a surprise about the U.S. Securities and Exchange Commission’s existing investment adviser advertising rule: that it literally fits on one page, and that it has not been updated since 1961. These facts...more

Social Media Compliance Guide For Issuers, Broker-Dealers, And Advisers

Mayer Brown Free Writings + Perspectives on 7/9/2018

[author: Trevor Starer] The use of social media raises many securities law and compliance challenges for issuers, broker-dealers, and investment advisers. This Compliance Guide summarizes briefly some key principles. ...more

General Solicitations of Certain Regulation D “Private” Securities Offerings: SEC Affirms Zero-Tolerance Policy.

Kilpatrick on 5/19/2017

On March 29, 2017, the Securities and Exchange Commission (the “SEC”) issued a noteworthy opinion in In re KCD Financial Inc., a review of a FINRA disciplinary action. While the opinion affirmed FINRA’s disciplinary action,...more

House of Representatives Passes the HALOS Act; Fair Access to Investment Research Act of 2016 is Introduced

Morrison & Foerster LLP - JOBS Act on 4/29/2016

On April 27, 2016, the House of Representatives passed the Helping Angels Lead Our Startups Act (H.R. 4498) (the “HALOS Act”), which was first introduced on April 16, 2015. The HALOS Act directs the SEC to amend Regulation D...more

SEC Provides Guidance on “General Solicitation” in C&DIs and No-Action Letter

Akin Gump Strauss Hauer & Feld LLP on 8/31/2015

On August 6, 2015, the Staff of the Securities and Exchange Commission’s (SEC) Division of Corporation Finance issued new compliance and disclosure interpretations (C&DI Questions 256.23 through 256.33) regarding the meaning...more

SEC Division of Corporate Finance Issues New CD&Is Relating to General Solicitation and Regulation D

Katten Muchin Rosenman LLP on 8/18/2015

On August 6, the Staff of the Division of Corporate Finance of the Securities and Exchange Commission (Staff) released new Compliance and Disclosure Interpretations (C&DIs) relating to “general solicitation” under Rule 502(c)...more

Corporate & Financial Weekly Digest - Volume X, Issue 31

Katten Muchin Rosenman LLP on 8/17/2015

SEC Division of Corporate Finance Issues New CD&Is Relating to General Solicitation and Regulation D - On August 6, the Staff of the Division of Corporate Finance of the Securities and Exchange Commission (Staff)...more

SEC Finds Crowdfunding Website a General Solicitation and Violated Broker-Dealer Rules

Stinson - Corporate & Securities Law Blog on 11/11/2014

In a settled enforcement action, the SEC alleged the defendant failed to implement procedures reasonably designed to prevent U.S. persons from accessing and investing in securities through its crowdfunding website. The...more

Verifying Accredited Investors in Public Rule 506 Offerings: SIFMA Guidance

Stinson - Corporate & Securities Law Blog on 6/30/2014

On June 23, 2014, the Securities Industry and Financial Markets Association (SIFMA) published a memo outlining several specific methods for verifying accredited investor status that SIFMA believes would satisfy the...more

SEC Staff Announces 2014 Broker-Dealer Examination Priorities

Goodwin on 1/30/2014

The SEC’s Office of Compliance Inspections and Examinations (“OCIE”) announced the 2014 examination priorities (the “Announcement”) for its National Examination Program (the “NEP”). The priorities are organized according to...more

Investment Management Legal + Regulatory Update -- October 2013

Morrison & Foerster LLP on 10/24/2013

- Regulatory Updates: CFTC Adopts “Substituted Compliance” Approach for Registered Investment Companies that are Commodity Pools; SEC’s Final Rules on General Solicitation and Bad Actor Disqualification for Investment...more

JOBS 2.0 Hearing Rescheduled

Morrison & Foerster LLP - JOBS Act on 10/22/2013

On October 24, 2013, the House Subcommittee on Capital Markets and GSEs will hold a hearing on “Legislative Proposals to Reduce Barriers to Capital Formation.” The hearing was originally scheduled for earlier in the month,...more

Concurrent EB-5 Offerings In The United States And Abroad

Carlton Fields on 10/2/2013

Until recently, U.S. offerors and others had to make offerings of EB-5 project investments solely offshore in order to benefit from Regulation S, an exclusion from registration requirements. The offerors had to exclude...more

Reminders for Issuers That Intend to Use General Solicitation

Morrison & Foerster LLP - JOBS Act on 9/16/2013

Privately held operating company issuers (as distinguished from private funds) should plan ahead if they intend to use general solicitation for Rule 506(c) offerings after September 23, 2013. Here are just a few...more

The Impact of the SEC’s Final Rules on General Solicitation and Bad Actor Disqualification for Broker-Dealers and Investment...

Broker-Dealer Compliance + Regulation on 9/12/2013

The SEC recently finalized amendments to Rule 506 of Regulation D and Rule 144A under the Securities Act relaxing prohibitions against general solicitation in certain private offerings of securities implementing Section...more

Amended Rule 506 - Lifting the Ban on General Solicitation

BakerHostetler on 9/9/2013

At its July open meeting, the Securities Exchange Commission (SEC) approved a rule proposal to amend Rule 506 of Regulation D and Rule 144A under the Securities Act of 1933 (the Securities Act)....more

Rule 15A-6 and Foreign Broker-Dealers

Morrison & Foerster LLP - JOBS Act on 8/19/2013

The SEC recently adopted final rules relaxing the prohibition on general solicitation and general advertising for certain private placements under Rule 506 of Regulation D and for offerings pursuant to Rule 144A under the...more

Issues Involving "Finders" And Other Intermediaries In Private Placements Following SEC Repeal Of General Solicitation Ban

Pierce Atwood LLP on 8/8/2013

The imminent repeal of the SEC’s long standing prohibition on general solicitation in private placements conducted under Regulation D (provided that only accredited investors purchase securities in such a transaction)...more

FINRA Actions and the Due Diligence Obligations of Broker-Dealers in Private Placements

Morrison & Foerster LLP - JOBS Act on 8/6/2013

Private placements and the due diligence obligations of broker-dealers in such transactions have recently come under increased scrutiny from FINRA as part of a broader trend reflected most notably in the filing requirements...more

SEC Approves Final Rules that (1) Permit General Solicitation and General Advertising in Rule 506 and Rule 144A Offerings and (2)...

Dechert LLP on 7/28/2013

The SEC has amended Rule 506 of Regulation D and Rule 144A under the Securities Act of 1933 (Securities Act) to (1) permit, in certain circumstances, an issuer to engage in general solicitation and general advertising in...more

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General Solicitation › Broker-Dealer

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