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General Solicitation › Compliance

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... more +
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 -
Whitman Legal Solutions, LLC

Rule 506 Offerings Continue to be Popular with Real Estate Companies

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Like an accordionist, real estate sponsors often seek to be innovative. Cutting-edge opportunities like crowdfunding and online selling platforms call to them. However, based on statistics from the Securities and Exchange...more

Venable LLP

New FAR Pay Equity Rule Puts Contractors Between a Rock and a Hard Place: How Can Federal Contractors Ensure Proposed Labor Rates...

Venable LLP on

On January 29, 2024, the Biden administration announced a series of pay equity and transparency initiatives. One initiative comes in the form of a proposed rule to amend the Federal Acquisition Regulation (FAR) to (1)...more

Benesch

GSA/DoD Transportation Law Primer

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Many government agencies accomplish their critical missions by using private transportation and logistics services. The General Services Administration (GSA) is often the key federal agency for managing private procurement of...more

Holland & Knight LLP

U.S. Department of Homeland Security Releases Long-Awaited Cybersecurity Regulations

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The U.S. Department of Homeland Security (DHS) has issued comprehensive cybersecurity regulations aimed at protecting Controlled Unclassified Information (CUI). These regulations were long-awaited, as the original proposed...more

Holland & Knight LLP

VA Contractors Have Broad New Cybersecurity Obligations

Holland & Knight LLP on

The U.S. Department of Veterans Affairs (VA) is overhauling and remaking its regulations aimed at contractor cybersecurity and privacy practices. Any companies in the VA supply chain should take note and ensure compliance...more

Obermayer Rebmann Maxwell & Hippel LLP

COVID-19 Protocol Compliance Guidance For Federal Contractors: Mandated Vaccines, Masking/Distancing Requirements and Required...

Obermayer Rebmann Maxwell & Hippel LLP on

As readers may remember from our previous blog post, on September 9, President Biden issued an Executive Order (“the Order”) pertaining to mandated COVID-19 Safety Protocols for Federal Contractors and Subcontractors. The...more

Dechert LLP

CFTC Finalizes Regulation Amendments: Certain Registered and Exempt CPOs and CTAs Need to Take Action

Dechert LLP on

The Commodity Futures Trading Commission published in the Federal Register on December 10, 2019 several amendments to the regulatory framework applicable to certain commodity pool operators (CPOs) and commodity trading...more

Akin Gump Strauss Hauer & Feld LLP

2015-16 Compliance Developments & Calendar for Private Fund Advisers

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Registered investment advisers (RIAs) are required to review their policies and procedures on at least an annual basis. As an aid to the required review and to assist with timely completion of required compliance tasks, below...more

Dechert LLP

SEC Provides Guidance on Activities That Constitute "General Solicitation" for Private Placements on Electronic Platforms

Dechert LLP on

The U.S. Securities and Exchange Commission (the “SEC”) on August 6, 2015, issued a no-action letter to Citizen VC, Inc. (the “Citizen Letter”) and new compliance and disclosure interpretations (“C&DIs”), providing...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Corporate Finance Alert: SEC Staff Issues Interpretations on General Solicitation Prohibition"

Skadden, Arps, Slate, Meagher & Flom LLP on

The staff of the SEC Division of Corporation Finance (Staff) recently issued new Compliance and Disclosure Interpretations (CDIs) and an interpretive letter regarding the general solicitation prohibition in securities...more

Stinson - Corporate & Securities Law Blog

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

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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

McCarter & English, LLP

Private Equity Websites and General Solicitations: A Case of Overzealous Hypersensitivity?

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It’s a well-settled law of physics: for every action, there’s a reaction. In some cases, there’s overreaction – generally best avoided, but a phenomenon to which many private equity funds may have fallen victim. Here, we...more

Morrison & Foerster LLP - JOBS Act

Kind-a-Sort-a

Morrison & Foerster LLP - JOBS Act on

In the last few days, we received a few inquiries regarding our prior post on the CFTC’s temporary relief permitting funds to engage in general solicitation to the text that the funds were conducting Rule 506(c) offerings or...more

Dechert LLP

New ACE Portal/NYSE Platform Could Facilitate Private Equity Fund Raising

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An enduring challenge of private equity is fund raising, whether in connection with fund formations, portfolio company financings or limited partner secondary sales. The recent modification of the SECs rules on general...more

Skadden, Arps, Slate, Meagher & Flom LLP

General Solicitation and Bad Actor Guidance from the SEC

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The Securities and Exchange Commission (the “SEC”) has released a series of Compliance and Disclosure Interpretations (the “Interpretations”) recently addressing the general solicitation exemption under new Rule 506(c) of...more

Dechert LLP

SEC Staff Issues Interpretive Guidance on Recently Adopted Amendments to Rule 506 Addressing General Solicitation and Bad...

Dechert LLP on

Effective September 2013, the U.S. Securities and Exchange Commission (SEC) amended Rule 506 of Regulation D to (1) permit, in certain circumstances, an issuer to engage in general solicitation and general advertising in...more

Goodwin

SEC Staff Announces 2014 Broker-Dealer Examination Priorities

Goodwin on

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

Akin Gump Strauss Hauer & Feld LLP

SEC Staff Provides Clarification of Scope of Bad Actor Disqualification

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The staff of the Securities and Exchange Commission’s Division of Corporation Finance published “Compliance and Disclosure Interpretations” (CDIs) on Wednesday, December 4, 2013, that provide important clarification regarding...more

Allen Matkins

New Rule 506 C&DI’s Require Some Explaining

Allen Matkins on

Nancy Wojtas, the head of the public companies group at Cooley LLP, alerted me to the fact that the SEC staff yesterday issued 14 new Compliance & Disclosure Interpretations (C&DIs) relating to Rule 506 under Regulation D. ...more

Katten Muchin Rosenman LLP

SEC Division of Corporation Finance Issues 11 New C&DIs

Katten Muchin Rosenman LLP on

On November 13, the Securities and Exchange Commission’s Division of Corporation Finance issued two new Compliance and Disclosure Interpretations (C&DIs) on Rule 144A under the Securities Act of 1933 (Securities Act) and nine...more

Sheppard Mullin Richter & Hampton LLP

Setting The Record Straight On The New General Solicitation Rules

Sheppard Mullin Richter & Hampton LLP on

On September 23, 2013, the final rules eliminating the prohibition on general solicitation and advertising for certain offerings under Rule 506 went into effect. While this development was anticipated with much excitement by...more

Morrison & Foerster LLP

Investment Management Legal + Regulatory Update -- October 2013

Morrison & Foerster LLP on

- 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

McCarter & English, LLP

New Rule 506(d) "Bad Actor" Disqualification - A Continuous Diligence Headache for Emerging Companies

McCarter & English, LLP on

As required by the Dodd-Frank Act, the SEC on July 10, 2013, adopted final Rule 506(d) to "disqualify felons and other bad actors" from Regulation D private offerings. New Rule 506(d) identifies persons and triggering events...more

Orrick, Herrington & Sutcliffe LLP

Orrick's Financial Industry Week in Review - July 22, 2013

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SEC and EU Supervisory Cooperation for Asset Management Industry - On July 19, the SEC announced that it signed various memoranda of understanding with the financial regulators of 25 member states of the EU and 3...more

Morrison & Foerster LLP - JOBS Act

Advertising Restrictions Apply to Commodity Pools

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In prior posts, we have noted that the relaxation of the ban on general solicitation in no way relieves certain registered entities of their obligations to comply with regulations related to advertising or promotional...more

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