PODCAST: Williams Mullen's Raising Capital 101: A Securities Podcast - Rule 506 Offerings
PODCAST: Williams Mullen's Raising Capital 101: A Securities Podcast - What is a Private Offering?
JOBS Act Implementation Regulations
On March 12, 2025, the Staff of the SEC Division of Corporation Finance (the Staff) provided guidance in response to a letter requesting interpretive guidance (the No-Action Letter) to clarify the verification requirement of...more
The Securities Act of 1933, as amended (Securities Act), requires that any offer or sale of securities in the United States must either be registered with the SEC or qualify for an exemption to registration thereunder....more
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
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
On March 12, 2025, the SEC Division of Corporation Finance published a no-action letter that facilitates compliance with Regulation D Rule 506(c), which permits general solicitation, for offerings with certain minimum...more
On this episode of Raising Capital 101, Tom Voekler is joined by colleagues Mehanna Borostyan and John Watson to dig deeper into Rule 506 offerings under Regulation D and survey the differences between Rule 506(b) and Rule...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
A recent report from the SEC's Office of the Advocate for Small Business Capital Formation presents a study on how the Rule 506(c) exemption under Regulation D of the Securities Act of 1933 is used in fundraising by venture...more
If an issuer of a securities wishes to generally advertise their private offering of securities, they can do so under Rule 506(c) of Regulation D of the Securities Act of 1933, which would exempt the offeror from registration...more
On September 21, 2023, the U.S. Securities and Exchange Commission’s (the “SEC”) Investor Advisory Committee (“IAC”) met to consider certain matters included on the SEC’s rulemaking agenda for this fall, such as exempt...more
The Securities and Exchange Commission’s Investor Advisory Committee will meet on September 21, 2023 and has announced its agenda for the meeting, which includes consideration of certain matters that are included on the SEC’s...more
As many of our readers will have heard, the Canadian Securities Administrators (“CSA”) has announced the adoption of a new prospectus exemption for certain reporting issuers listed on a Canadian stock exchange (the...more
This February 2022 Client Alert summarizes certain key U.S. federal securities laws that non-U.S. advisers should consider before offering equity interests in non-US private investment funds in the United States....more
In recent years, there has been a proliferation of exempt offering alternatives. In advising clients regarding which exempt offering alternative may best meet their objectives, we often suggest that they consider, among other...more
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
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
And so it begins. There have been two recent speeches from Commissioners touching on the private markets; Commissioner Lee’s was the most recent and most specific. The Commissioner suggests that the Securities and Exchange...more
A new reality streaming television series called Unicorn Hunters debuted last week in which startups will pitch to a panel that includes Apple co-founder Steve Wozniak, and the panelists after some grilling of the...more
On March 15, 2021, at long last, the Securities and Exchange Commission (“SEC”)’s proposed amendments to the private offering rules (a process which began in June 2019 via a concept release) are anticipated to go into effect....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
The Securities and Exchange Commission’s Office of the Advocate for Small Business Capital Formation recently delivered its annual report for FY2020 to the Committee on Banking, Housing and Urban Affairs of the US Senate and...more
On Dec. 1, 2020, the New York Department of Law modernized its dealer rules to more closely align with federal requirements for a Regulation D Rule 506 offering. Under the amended rules, an issuer conducting a Rule 506...more
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
On December 1, 2020, New York Attorney General Letitia James issued guidance regarding, among other things, securities issued to New York residents in private placements made pursuant to Regulation D, Rule 506 under the...more
On November 2, 2020, the Securities and Exchange Commission (the “Commission”) adopted amendments to its rules under the Securities Act (the “Securities Act”) in an effort to harmonize, simplify and modernize the exempt...more