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
Regulation D
Amendments to Regulation D?
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…
Annual Report of the Office of the Advocate for Small Business Capital Formation
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…
Exempt Offering Framework Amendments
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.…
SEC Adopts Changes to Exempt Offering Framework
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…
House Funding Bill Would Purport to Limit SEC Actions on Exempt Offerings
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…
On point. – Bad Actor Disqualification Provisions of Regulation A, Regulation CF and Regulation D
Section 926 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd Frank”) requires the Securities and Exchange Commission (“SEC”) to adopt rules that would make the exemption from registration under the Securities Act of 1933 (“Securities Act”) provided by Rule 506 of Regulation D thereof unavailable for any securities offering in which certain…
Unregistered Securities Offerings
The Securities and Exchange Commission’s Division of Economic and Risk Analysis (DERA) has regularly updated its studies regarding the market for unregistered securities offerings. The most recent study provides data through the end of 2017. Over $3.0 trillion was raised in unregistered securities transactions in 2017. By contrast, registered offerings accounted for approximately $1.5 trillion. …
PLI Seminar: Understanding the Securities Laws 2018
July 19 – 20, 2018
PLI New York Center
1177 Avenue of the Americas
(2nd Floor)
New York, NY 10036
This program will provide an overview and discussion of the basic aspects of the U.S. federal securities laws by leading in-house and law firm practitioners as well as SEC staff. Emphasis will be placed on…
PLI Seminar: Private Placements and Hybrid Securities Offerings 2018
May 21 – 22, 2018
PLI New York Center
1177 Avenue of the Americas
(2nd Floor)
New York, NY 10036
Join PLI’s expert faculty of leading practitioners and regulators as they discuss and analyze the changing regulatory framework and market for private offerings. The faculty will begin by addressing the basics of private placements, sales…