PODCAST: Williams Mullen's Raising Capital 101: A Securities Podcast - What is a Private Offering?
Using Regulation D Rule 506(c) to Raise Capital
One Note Samba
WORD OF THE DAY® – Big Boy Letter
In response to a request for no-action submitted by the law firm Latham & Watkins on March 12, 2025 (No-Action Letter), the Securities and Exchange Commission (SEC) Division of Corporation Finance’s staff (Staff) provided new...more
The staff of the U.S. Securities and Exchange Commission (SEC) recently released a no action letter addressing when accredited investor status for purposes of Rule 506(c) of Regulation D can be established by a representation...more
Rule 144A and Regulation D offer exemptions from federal securities registration requirements under the Securities Act of 1933. However, they apply to different situations, and overseas companies must follow distinct...more
Just as with private placements of equity, issuing bonds privately requires careful attention to federal law. Bonds are usually classified as "securities," triggering various regulatory requirements. Companies pursuing this...more
Private placement debt offerings offer a compelling alternative to traditional lending for many companies. The legal landscape governing these transactions involves key statutes, regulations, and the critical steps required...more
Federal Securities Lawyer and Founding Attorney of Oberheiden P.C., Dr. Nick Oberheiden, answers FAQs about private placements under Regulation D....more
The SEC has updated the EDGAR system’s login, password, and access protocols which will affect Canadian SEC reporting companies and other individuals and entities with EDGAR filing codes, including non-reporting companies...more
With an estimated 34 people moving to the Charleston area each day and with South Carolina claiming one of the fastest-growing populations in the nation last year , the post-COVID increase in the number of private placement...more
The SEC’s Division of Corporation Finance recently issued an interpretive letter providing additional insight as to what constitutes “reasonable steps” to verify an investor’s accredited investor status under Rule 506(c) of...more
The SEC now permits public marketing of private placements, without burdensome investor wealth verification requirements, if the investment is big enough. On March 12, 2025, the U.S. Securities and Exchange Commission (SEC)...more
On March 12, 2025, the Division of Corporation Finance (the “Division”) of the SEC issued a no-action letter (the “No-Action Letter”) providing new guidance on Rule 506(c) of Regulation D under the Securities Act....more
On March 12, 2025, Latham obtained SEC Staff guidance on the use of general solicitation in private placements. The guidance unlocks the full potential of Regulation D Rule 506(c) by clarifying that issuers may satisfy the...more
Section 4(a)(2) private placements can help companies raise capital without an Initial Public Offering (IPO). While exempt from registration, these offerings do require strict compliance to avoid legal pitfalls. Companies...more
When it comes to raising capital for your business, private placements offer a compelling alternative to traditional methods like bank loans or venture capital. However, navigating the intricate legal landscape of securities...more
On this episode of Raising Capital 101, Tom Voekler is joined by colleagues Mehanna Borostyan and John Watson to discuss private placements. In this episode, you’ll learn more about the ins and outs of raising capital in a...more
Imagine that an IEP meeting is scheduled for a couple of weeks from now. The parents have just informed you that they have decided to unilaterally place their child in the private school down the street. You may think your...more
The Ontario Capital Markets Tribunal (Tribunal) recently dismissed enforcement proceedings brought against several respondents by the Ontario Securities Commission (Commission) in Cormark Securities Inc (Re). The Commission...more
The tightening in lending standards experienced over the last year is attributable to factors beyond credit quality of borrowers and lenders’ concentration in credit risk in CRE, namely: (1) lenders’ expectation...more
On September 18, 2024, the Argentine Securities and Exchange Commission (CNV) issued Resolution No. 1016 (the Resolution), which regulates the country’s framework for the private placement of securities and cross-border...more
Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more
Last Lap in SEC RILA Rulemaking Critical Unresolved Issues - Congress directed the SEC to adopt a new registration statement for registered indexed annuities (RILAs) by the end of June. Several months ago, the SEC...more
In a perplexing decision, Mithaq Canada Inc (Re), the Ontario Capital Markets Tribunal upheld a defensive private placement by a target corporation completed in the face of a hostile bid, effectively denying shareholders the...more
In order to harmonize the regulatory framework governing the European fund market, the European Commission has revised the existing Alternative Investment Fund Manager Directive – Directive 2011/61/EU (the "AIFMD"), with the...more
This amendment builds on FINRA’s recent willingness to relax the prohibition on the use of projections and targeted returns in the marketing materials broker-dealers deliver to institutional investors and qualified...more
A judge in the Southern District Court of New York recently denied a motion to dismiss filed by institutional investors in Augenbaum v. Anson Investments Master Fund LP, et al., finding that their coordinated behavior in a...more