In its Annual Report (the “Report”), the Securities and Exchange Commission’s Office of the Advocate for Small Business Capital Formation (OASB) provides data on the reliance by private and public companies on exempt offerings to raise capital.  Based on data provided by the SEC’s Division of Economic and Risk Analysis, between July 1, 2022 and

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 offerings under Regulation D Rule 506 and the definition of accredited investor.  The following provides a brief summary of discussions at the

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 rulemaking agenda for this fall.

For example, the Committee will host a panel discussion regarding Rule 506 offerings.  The agenda notes

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