On May 9, 2023, the Financial Industry Regulatory Authority, Inc. (“FINRA”) issued Regulatory Notice 23-08 (the “Notice”), which provides supplemental and updated guidance for members conducting private placements pursuant to the Regulation D safe harbors under Sections 3 or 4 of the Securities Act of 1933, as amended.
The Notice does not change existing laws…
Commissioner Crenshaw’s remarks on January 30, 2023, once again, touched on Regulation D and the private markets. It is understandable that, given companies in the United States have become increasingly reliant on private capital to fuel their growth, a regulator would seek to focus on the private markets. The “how did we get here” part…
The SEC’s Office of the Advocate for Small Business Capital Formation (“OASB”) recently issued its 2021 Annual Report (the “Report”), which reviews the capital raising activities of a variety of companies, from startups and emerging businesses to smaller public companies. The OASB, together with the SEC’s Division of Economic and Risk Analysis, provided updated data…
Rule 502(c) of the Securities Act of 1933, as amended (the “Securities Act”), prohibits an issuer from offering or selling securities by any form of general solicitation or general advertising when conducting certain offerings exempt from registration under the safe harbors provided under Regulation D of the Securities Act. Many have felt that, over the…
As part of the Securities and Exchange Commission’s amendments to the exempt offering framework, which amendments became effective in March 2021, the SEC, among other things, aligned the bad actor disqualification provisions in Regulation A, Regulation D, and Regulation CF. Our updated resource provides an overview of the bad actor disqualification provisions applicable in connection…
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 Commission consider modernizing the accredited investor wealth thresholds. She points out that the income and net worth thresholds have not been…
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 the Committee on Financial Services of the US House of Representatives, as required under the Securities Exchange Act. The report…
On November 2, 2020, the U.S. Securities and Exchange Commission (SEC) voted to adopt amendments proposed in March 2020 that harmonize and modernize the exempt offering framework (referred to as the Amendments). As with several other recent votes to adopt rule proposals, the SEC Commissioners split their vote, with two Commissioners voting against the Amendments.…
Today, November 2, 2020, the Securities and Exchange Commission (SEC) voted to adopt amendments proposed in March 2020 that harmonize and modernize the exempt offering framework. Predictably, the SEC Commissioners were split in their vote, with two Commissioners voting against the amendments. Despite the statements of the dissenting Commissioners, who cited investor protection issues, it…
Late last week, the House Appropriations Committee approved a bill that addresses the budgets for among other agencies, the Securities and Exchange Commission. While the bill would authorize an increase in the SEC budget for fiscal year 2021, it comes with strings. The bill contains a section, Section 540 (repeated below), which would condition spending…
