Using Regulation D Rule 506(c) to Raise Capital
Summer Enforcement Action Review; Raising Money in a Pandemic - Investment Management Roundtable Discussion
Ropes & Gray’s PEP Talk: General Solicitation by Private Equity Funds Under 506(c)
Types of Crowdfunding
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
It’s pretty common for issuers in follow-on offerings to solicit investors from previous rounds first. Indeed, doing so is often mandatory when early investors have preemptive rights. ...more
Although few might think of securities laws as “simple,” sometimes, laws are more complicated than necessary. That has been the case with accredited investor verification under Rule 506(c). But that will change when a new...more
Raising investment capital through private offerings has always been a challenge, especially for new and emerging investment managers. COVID-19 has exasperated this challenge by significantly limiting traditional means of...more
Access to invest in private placement securities reminds me of All-State Orchestra. Private placements provide unique investment opportunities that can help investors diversify their portfolios. Yet, most private placements...more
Mini-IPOs under new Reg A+ are increasingly popular for capital formation. Since the JOBS Act revamped old Regulation A in SEC rules that took effect in June 2015, 69 Reg A+ offerings raising over $611 million in total were...more
Public REITs and other sponsors of real estate funds and projects have traditionally enjoyed the benefit of a broad range of choices to raise capital. Public REITs can obtain financing on a project-by-project basis or at the...more
The next few years may be the largest watershed event in opening up private equity capital since the 1980s when Regulation D was first published by the Securities and Exchange Commission (“SEC”). By allowing general...more
Since the enactment of the Jumpstart Our Business Startups Act (the “JOBS Act”) in 2012, the Securities and Exchange Commission (“SEC“) has slowly been making its way through the titles to the JOBS Act to promulgate the final...more
Today, there appears to be an ever-expanding number of sponsors and markets for crowdfunding. Commercial real estate is no exception. At the recent IMN US Real Estate Opportunity & Private Fund Investing Forum, Elizabeth...more
Philip Schroeder, Esq. discusses the types crowdfunding: • Donation Model Crowdfunding (e.g.) Kickstarter • Rewards Model Crowdfunding • Equity Crowdfuning o Sales to Accredited Investors...more
Two key features of the JOBS Act – general solicitation in Rule 506 offerings, and the increased thresholds at which an issuer will be required to register a class of securities under the Securities Exchange Act of 1934 (the...more
The Division of Swap Dealer and Intermediary Oversight (Division) of the U.S. Commodity Futures Trading Commission (CFTC) on September 9, 2014 issued a letter granting exemptive relief from provisions in CFTC Regulations...more
On September 9, the CFTC issued an exemptive letter, which provides relief from certain provisions of Regulations 4.7(b) and 4.13(a)(3) restricting marketing to the public. The exemptive letter harmonizes these rules with...more
The Commodity Futures Trading Commission’s Division of Swap Dealer and Intermediary Oversight (DSIO) recently issued several letters affecting commodity pool operators (CPOs): JOBS Act Harmonization: On September 9,...more
On September 9, 2014, the Commodity Futures Trading Commission (CFTC) issued an exemptive letter (No. 14-116) that permits a commodity pool operator (CPO) relying on an exemption under CFTC Regulation 4.7(b) or 4.13(a)(3) to...more
The staff of the Commodity Futures Trading Commission (CFTC) published a no-action letter on September 9, 2014 (available here) that permits certain commodity pool operators (CPOs) to conduct general solicitation in private...more
The U.S. Commodity Futures Trading Commission (“CFTC”) issued an Exemptive Letter on September 8, 2014 (“Exemptive Letter”) providing that an issuer relying on Rule 506(c) of Regulation D and resellers relying on Rule 144A,...more
Crowdfunding is a new financing model through which providers and consumers of equity or debt capital can come together and finance specific investments or investment entities. Although still in its infancy, crowdfunding has...more
The availability of the private placement exemption under SEC Rule 506 depends in large measure upon determinations that purchasers are “accredited investors” under the rules. Where there is no general solicitation, Rule...more
In a recent speech, Keith Higgins, Director, SEC Division of Corporation Finance, gave his views on certain misperceptions and other matters regarding general solicitation under the JOBS Act....more