News & Analysis as of

Regulation D Securities and Exchange Commission (SEC) Securities Regulation

Oberheiden P.C.

Private Placement Debt Offerings: An Ultimate Guide

Oberheiden P.C. on

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

Seward & Kissel LLP

SEC Staff Issues Bright Line Guidance for Minimum Investment Amount in Offerings to Verify Accredited Investor Status under Rule...

Seward & Kissel LLP on

On March 12, 2025, staff of the Office of Small Business Policy of the Division of Corporation Finance (the “SEC Staff”) of the Securities and Exchange Commission (the “SEC”) issued interpretive guidance in the form of a...more

Kohrman Jackson & Krantz LLP

SEC’s New Guidance on General Solicitation Eases Accredited Investor Verification for Private Funds

Last month, the SEC issued a No Action Letter interpreting Rule 506(c) that effectively provides a streamlined path for private fund sponsors to conduct an exempt general solicitation offering pursuant to Regulation D of the...more

Eversheds Sutherland (US) LLP

SEC Staff eases Rule 506(c) verification with high-minimum investment approach

On March 12, 2025, the Securities and Exchange Commission issued a significant No-Action Letter, providing clarity on how issuers can satisfy the “reasonable steps” requirement for verifying accredited investor status in Rule...more

Mintz - Venture Capital & Emerging Companies...

SEC Provides Further Clarity in Rule 506(c) Offerings

On March 12, 2025, the Securities and Exchange Commission (the “SEC”) issued a No-Action Letter that provided guidance regarding the ways issuers can satisfy the accredited investor verification requirements of offerings made...more

Robinson Bradshaw

Form D: A Primer

Robinson Bradshaw on

Under Section 5 of the Securities Act of 1933, all offers and sales of securities, including offers or sales of limited partnership interests or membership interests in a private fund, must be registered with the Securities...more

DarrowEverett LLP

Private Placements in South Carolina: A Primer on Federal and State Securities Registration

DarrowEverett LLP on

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

Oberheiden P.C.

Regulation A+: The Ultimate Guide from Eligibility to Compliance

Oberheiden P.C. on

Regulation A+ has emerged as a powerful tool for companies seeking to raise capital from both accredited and non-accredited investors. This Regulation A+ Offerings Guide provides a comprehensive overview of Regulation A+,...more

Whiteford

Client Alert: New SEC Updates Simplify Accredited Investor Verification for Rule 506(c) Offerings

Whiteford on

On March 12, 2025, the staff of the SEC’s Division of Corporation Finance through a no-action letter and Compliance and Disclosure Interpretations (C&DIs) provided clarity on verifying “accredited investor” status under Rule...more

Mayer Brown Free Writings + Perspectives

Reiteration of Existing Principles-Based Guidance and Updated CDIs

On March 12, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) issued an interpretive letter (the “Interpretive Letter”) and...more

Dechert LLP

Good News Coming Out of the SEC for BDCs (and Hopefully More to Come)

Dechert LLP on

The Securities and Exchange Commission issued notices of its intent to grant multiple share class exemptive relief for seven private business development companies (“BDCs”). The SEC issued a no-action letter that removes a...more

Proskauer Rose LLP

SEC Eases Verification Burdens in Rule 506(c) Offerings

Proskauer Rose LLP on

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

Dechert LLP

SEC Offers More Flexibility in Private Fundraising

Dechert LLP on

For a decade, SEC rules have permitted general solicitation in private offerings. However, this flexibility has been underutilized as a result of restrictive SEC guidance on verifying accredited investor status. New SEC...more

Morgan Lewis

New SEC Guidance Eases Burden in Rule 506(c) Accredited Investor Verification Requirements

Morgan Lewis on

SEC staff issued no-action guidance on Rule 506(c) of Regulation D private securities offerings on March 12, 2025, which should provide issuers with an easier path to rely on Rule 506(c) and solicit and advertise their...more

Dorsey & Whitney LLP

Rule 506(c) Update: SEC Issues No-Action Letter Allowing Self-Certification of Accredited Investor Status in Certain Circumstances

Dorsey & Whitney LLP on

On March 12, 2025, the staff at the Securities and Exchange Commission (SEC) Division of Corporate Finance issued a no-action letter in response to a request for Rule 506(c) interpretative guidance, agreeing that an issuer...more

Orrick, Herrington & Sutcliffe LLP

SEC Issues Guidance on Use of Minimum Investment Amounts for Verifying Accredited Investor Status Under Rule 506(c)

On March 12, 2025, the U.S. Securities and Exchange Commission’s (SEC) Division of Corporation Finance issued a no-action letter in response to a request seeking interpretative guidance on verifying accredited investor status...more

Goodwin

New SEC No-Action Letter Eases Burden on General Solicitations

Goodwin on

On March 12, 2025, the staff of the Division of Corporation Finance at the Securities and Exchange Commission (SEC) issued a no-action letter (NAL) recognizing the reasonableness of one method by which issuers relying on Rule...more

ArentFox Schiff

SEC No Action Letter Guidance Streamlines Rule 506(c) Accredited Investor Verification

ArentFox Schiff on

On March 12, the US Securities and Exchange Commission (SEC), via a No Action Letter, issued interpretive guidance clarifying what constitutes “reasonable steps” issuers can take to verify purchasers’ accredited investor...more

Foley & Lardner LLP

No Action Letter – Regulation D Rule 506(c)

Foley & Lardner LLP on

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

K&L Gates LLP

Trust But Verify (With a Minimum Investment Amount)

K&L Gates LLP on

On 12 March 2025, the SEC staff issued a no-action letter for offerings under Rule 506(c) of Regulation D. In the letter, the Staff concurs that an issuer will have taken “reasonable steps to verify” a purchaser’s accredited...more

DLA Piper

SEC Permits Rule 506(c) Accredited Investor Verification with Self-Certification

DLA Piper on

The US Securities and Exchange Commission (SEC) has published no-action guidance providing clarity to issuers relying on Rule 506(c) of Regulation D – an exempt offering pathway that permits issuers to publicly advertise an...more

Cozen O'Connor

SEC Staff Releases Updated Guidance on Private Offerings Involving General Solicitation

Cozen O'Connor on

On March 12, 2025, the staff of the Securities and Exchange Commission (SEC) issued a series of updates to the Securities Act Rules Compliance and Disclosure Interpretations (C&DIs), primarily affecting exempt offerings under...more

Tannenbaum Helpern Syracuse & Hirschtritt LLP

SEC Resolves Uncertainty around Verification Requirement for Private Offerings under Rule 506(c)

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

DLA Piper

SEC Updates Guidance Regarding Exempt Offerings

DLA Piper on

On March 12, 2025, the Securities and Exchange Commission (SEC) published updates to its Compliance and Disclosure Interpretations (C&DIs) related to exempt offerings under the Securities Act of 1933 (Securities Act). These...more

Akin Gump Strauss Hauer & Feld LLP

SEC Staff Provides Guidance on Private Offerings to Accredited Investors That Permit General Solicitation and Other Exemptions

On March 12, 2025, the U.S. Securities and Exchange Commission (SEC)’s Division of Corporation Finance (SEC Staff) published new and revised Compliance and Disclosure Interpretations (C&DIs) regarding private offering...more

91 Results
 / 
View per page
Page: of 4

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide