News & Analysis as of

Regulation D Regulation A

Whitman Legal Solutions, LLC

Rule 506 Offerings Continue to be Popular with Real Estate Companies

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

Buchalter

SEC Cracks Down on Regulation A Issuers

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Regulation A “Plus” is an exemption from registration under the Securities Act of 1933 that permits certain eligible issuers to conduct public offerings of up to $75 million in a 12-month period to accredited and unaccredited...more

Amundsen Davis LLC

Private Placement – State and Federal Law Considerations

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Private placements can be a great resource for companies to raise capital in the current economic environment. They are cost effective in comparison to public offerings and provide greater decision-making latitude to current...more

Ward and Smith, P.A.

Alternatives to Registering a Security Offering

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There are many ways for a company to raise capital.  Two common ways are for the principals to inject their own cash or arrange for the company to borrow it. But most banks are unwilling to lend to a company that does not...more

Whitman Legal Solutions, LLC

Real Estate Continued to Favor Rule 506(b) Offerings During the Pandemic

Under the Securities Act of 1933 (1933 Act), all securities offerings must be registered with the SEC unless there is an exemption. Registering securities is a costly and time-consuming process requiring SEC review and...more

Mayer Brown Free Writings + Perspectives

Trends in Capital Formation: The SEC’s OASB Annual Report

The SEC’s Office of the Advocate for Small Business Capital Formation (“OASB”) recently issued its 2021 Annual Report (the “Report”), which reviews the capital raising activities of a variety of companies, from startups and...more

BCLP

Crypto yield products in the crosshairs

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A major U.S. cryptocurrency exchange recently disclosed its receipt of a Wells Notice from the SEC, which threatened charges for violating Section 5 of the Securities Act in connection with the planned launch of a “yield...more

Mayer Brown Free Writings + Perspectives

Bad Actor Disqualification Provisions of Regulation A, Regulation CF and Regulation D

Overview - Section 926 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) requires the Securities and Exchange Commission (“SEC”) to adopt rules that would make the exemption from registration...more

WilmerHale

Recent Amendments to Definition of “Accredited Investor” Now Effective; Individuals May Now Also Be Accredited Through Credentials

WilmerHale on

In August 2020, the SEC adopted amendments to the definition of “accredited investor” that will expand participation in certain securities offerings including those conducted under Rules 506(b) and 506(c) of Regulation D,...more

Alston & Bird

SEC Harmonizes and Improves “Patchwork” Exempt Offering Framework

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Our Securities Group breaks down new final rules that the Securities and Exchange Commission hopes will maintain investor protections while eliminating regulatory uncertainty....more

McDermott Will & Emery

SEC Amends Exempt Offering Framework

McDermott Will & Emery on

On November 2, 2020, the Securities and Exchange Commission (SEC) voted to amend the framework for exempt offerings under the Securities Act of 1933, as amended (Securities Act). The amendments generally establish a new...more

Hinshaw & Culbertson LLP

SEC Adopts Exempt Offering Rule Changes That Increase Offering Limits and Harmonize Exempt Offerings

Hinshaw & Culbertson LLP on

The Securities and Exchange Commission (SEC) on November 2, 2020, adopted a set of amendments to simplify and improve the exempt offering framework. The amendments are designed to make it easier for issuers to access the...more

Morrison & Foerster LLP

U.S. SEC Adopts Amendments Harmonizing The Exempt Offering Framework

Morrison & Foerster LLP on

On November 2, 2020, the U.S. Securities and Exchange Commission (SEC) voted to amend its rules to harmonize, simplify, and improve the exempt offering framework. The SEC believes that these amendments will promote capital...more

Polsinelli

SEC Adopts Rules to Enhance and Improve “Patchwork” Exempt Offering Framework

Polsinelli on

On November 2, 2020, the Securities and Exchange Commission (“SEC”) adopted final rules under the Securities Act of 1933 (the “Securities Act”) expanding a number of private placement exemptions. The amendments were adopted...more

Pillsbury Winthrop Shaw Pittman LLP

SEC Adopts Amendments to Exempt Offering Rules

On November 2, 2020, the Securities and Exchange Commission (SEC) adopted amendments to its exempt offering rules, including Regulation D and Regulation A (Amendments). Many of the Amendments largely harmonize the existing...more

Steptoe & Johnson PLLC

SEC Securities Act Rules Simplified, Improved

Steptoe & Johnson PLLC on

The SEC amended the rules under the Securities Act of 1933 ("Act") to simplify, harmonize, and improve certain aspects of the exempt offering framework in order to promote capital formation while preserving or enhancing...more

Mintz - Securities & Capital Markets...

SEC Harmonizes and Improves “Patchwork” Private Offering Framework

On November 2, the SEC adopted amendments designed to harmonize and simplify the existing, complicated framework of private offering exemptions—the primary method by which private companies raise capital. The amendments...more

Proskauer Rose LLP

SEC Amends Rules to Facilitate Capital Raising in Private Offerings

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On November 2, 2020, the Securities and Exchange Commission adopted amendments to facilitate the use of private, or “exempt,” offerings. The changes will impact offerings structured pursuant to Section 4(a)(2), Regulation D...more

Brownstein Hyatt Farber Schreck

SEC Amends Rules to Harmonize, Simplify and Improve Exempt Offering Framework

On Nov. 2, 2020, the Securities and Exchange Commission (“SEC”) approved rule amendments “to harmonize, simplify, and improve the multilayer and overly complex exempt offering framework.” The SEC believes the amendments will...more

Buchalter

SEC “Harmonizes” Exempt Offering Framework

Buchalter on

On November 2, 2020, the Securities and Exchange Commission voted to harmonize, simplify, and improve the current tangled framework for exempt securities offerings, a move intended to promote capital formation and expand...more

Whitman Legal Solutions, LLC

SEC Changes Disclosure Requirements for Rule 506(b) Offerings

On November 2, 2020, the Securities and Exchange Commission (SEC) amended several rules to harmonize requirements for exempt offerings, which will be effective in 2021 (60 days after publication in the Federal Register). The...more

Farrell Fritz, P.C.

Significant Exempt Offering Rule Reforms Approved by SEC to Facilitate Capital Formation

Farrell Fritz, P.C. on

On November 2, 2020, the SEC adopted significant rule amendments to simplify, harmonize and improve the exempt offering framework to facilitate capital formation and investment opportunities in startups and emerging...more

BCLP

SEC Modernizes Framework for Exempt Offerings

BCLP on

In another 3-2 vote, on November 2, 2020 the SEC approved significant amendments to the framework for exempt offerings intended to harmonize and simplify the framework for exempt offerings under the Securities Act of 1933. ...more

Akin Gump Strauss Hauer & Feld LLP

SEC Revises Accredited Investor Standard

- Amendments to the "accredited investor" definition expand the categories of persons eligible to participate in private placements under Regulation D to include (i) individuals with certain professional licenses (Series 7,...more

Eversheds Sutherland (US) LLP

On track with the SEC - staff proposes rules on streamlining private exemptions

On March 4, 2020, the Securities and Exchange Commission (the SEC) issued a proposed rule (the “Proposed Rule”) on ways to “simplify, harmonize, and improve certain aspects of the exempt offering framework to promote capital...more

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