The SEC Adopts Final Rules Eliminating the Prohibition Against General Solicitations in Certain Private Offerings | White & Case LLP International Law Firm, Global Law Practice
The SEC Adopts Final Rules Eliminating the Prohibition Against General Solicitations in Certain Private Offerings

The SEC Adopts Final Rules Eliminating the Prohibition Against General Solicitations in Certain Private Offerings

On July 10, 2013, the SEC adopted final rules removing the ban on general solicitation and general advertising in connection with certain private placements under Rule 506 of Regulation D and Rule 144A under the Securities Act.[1] The rules adopted are substantially the same as those proposed last August, except that the SEC has added a non-exclusive list methods an issuer may use to verify the accredited investor status of purchasers. These new rules satisfy the requirement contained in Section 201(a) of the Jumpstart Our Business Startups Act, or the "JOBS Act," that the SEC remove these prohibitions. On the same date, the SEC also adopted final rules that disqualify felons and other "bad actors" from participating in certain Rule 506 securities offerings as required by Section 926 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the "Dodd-Frank Act."[2] We summarize some of the highlights of the new rules below.

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[1] The final rules are contained in SEC Release No. 33-9415, which can be found at this link: http://www.sec.gov/rules/final/2013/33-9415.pdf.
[2] The final rules are contained in SEC Release No. 33-9414, which can be found at this link: http://www.sec.gov/rules/final/2013/33-9414.pdf.

 

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