Latham Letter Begins New Era for Private Capital Fundraising

Interpretive guidance unlocks general solicitation in Regulation D offerings with user-friendly, bright-line approach.

On March 12, 2025, Latham & Watkins obtained SEC Staff guidance on the use of general solicitation in private placements. The new guidance unlocks the potential of Regulation D Rule 506(c) and will facilitate new approaches to raising capital in the private markets, including fundraising by private fund sponsors and other private capital participants. In particular, the guidance provides a clear roadmap to raise capital from accredited investors in the United States while using general solicitation and advertising as part of a securities offering exempt from Securities Act registration.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations. Attorney Advertising.

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