May 2, 2015

Using Intermediaries to Raise Capital

After the initial seed raise, many issuers find it difficult to locate sufficientaccredited investors to participate in the offering and turn to intermediaries. When using intermediaries, a company must (unless conducting a Rule 506(c) offering) ensure that the intermediaries follow the rules requiring substantive pre-existing relationships with any prospective investors, and avoid general advertising and solicitation.

April 5, 2015

CFTC Grants Relief to Allow Limited Solicitation for CPO Hedge Funds

On September 23 of last year, the SEC adopted rules allowing private issuers of securities, including hedge funds, to engage in advertising and general solicitation under Regulation D. Until the recent CFTC announcement, hedge funds that include commodities or futures within their portfolios could not engage in general solicitation, since such instruments are regulated by the Commodities Futures Trading Commission (CFTC).

September 30, 2013

Who Will Verify Accreditation Under Rule 506(c)?

The SEC’s adoption of Rule 506(c) to allow general advertising and solicitation for private placement offerings has left us with some questions of practicality. We know from Rule 506(c) that issuers must take “reasonable steps” to verify the accreditation status of investors.

August 15, 2013

SEC Adopts JOBS Act Lifting Ban on Advertising for Private Placements

On July 10 the SEC adopted the long-awaited final rules to implement sections of the JOBS Act to lift the ban on general advertising and solicitation for certain Regulation D private placement offerings (as well as 144 offerings).  At the same time, the SEC proposed new rules that, if adopted, will require additional regulatory burdens.