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Capital Raising Securities and Exchange Commission (SEC)

BCLP

SEC Announces Topics for Future Rule Proposals to Ease Disclosure Requirements and Simplify Capital Raising

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On September 4, 2025, the SEC released its Spring 2025 Reg. Flex Agenda, which sets forth, among other things, “deregulatory rule proposals” relating to public company disclosure rules and requirements for private company...more

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2025 Edition

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Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

Seward & Kissel LLP

U.S. House Committee Advances Legislation Beneficial to Venture Capital Managers

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On July 24, 2025, the U.S House Committee on Financial Services (the “Committee”) announced that it passed two bipartisan pieces of legislation, the Developing and Empowering our Aspiring Leaders Act of 2025 (the “DEAL Act”)...more

Procopio, Cory, Hargreaves & Savitch LLP

[Ongoing Program] Navigating SEC Reporting in 2025: Avoiding Costly Compliance Pitfalls - August 27th, 12:00 pm - 1:00 pm PT

Public company in-house counsel will learn key ways to stay compliant with the SEC's ever-changing reporting requirements in this complimentary webinar featuring two leading capital markets and securities attorneys, the first...more

Robinson Bradshaw

SEC Guidance Increases Opportunity for 506(c) Offerings by Fund Sponsors

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On March 12, 2025, the Securities and Exchange Commission (SEC) issued a No-Action Letter (NAL) that clarified and expanded the definition of “reasonable steps” an issuer must take when making an offering under Rule 506(c)....more

DLA Piper

Reg A and Reg CF: A Decade of Data, and Still Not Worth It?

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Over the past two decades, the SEC has tried to make it easier for early-stage companies to raise capital, and for main street investors to access those opportunities, by expanding registration exemptions. Regulation...more

Alston & Bird

SEC Chair Announces Intent to Increase Retail Access to Private Funds

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Our Investment Funds Team discusses Securities and Exchange Commission Chair Paul Atkins’s plans to improve retail investors’ access to private funds....more

Carlton Fields

SEC Continues Renewal Project for Registered Capital Raises - Expanding Use of Draft Filings May Counter Abandonment of Public...

Carlton Fields on

More than a decade has passed since the enactment of the Jumpstart Our Business Startups (JOBS) Act, which encouraged small-company capital formation through a reduction in costly regulatory burdens on SEC registrants. In...more

Kohrman Jackson & Krantz LLP

SEC’s New Guidance on General Solicitation Eases Accredited Investor Verification for Private Funds

Last month, the SEC issued a No Action Letter interpreting Rule 506(c) that effectively provides a streamlined path for private fund sponsors to conduct an exempt general solicitation offering pursuant to Regulation D of the...more

Farrell Fritz, P.C.

(Minimum Investment) Size Matters, When it Comes to Rule 506(c) Verification

Farrell Fritz, P.C. on

Before 2013, issuers were prohibited from using any means of general solicitation or advertising when raising capital in the private markets.  The prohibition was perceived by many to be the single biggest impediment to...more

K&L Gates LLP

Rule 506(c) Unchained? The SEC Loosens Requirements for Advertising in Private Capital Raises

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On 12 March 2025, the US Securities and Exchange Commission (SEC) staff issued a no-action letter that provides private fund sponsors with a concrete, streamlined approach to relying on Rule 506(c), based on minimum...more

Ropes & Gray LLP

New SEC Staff Guidance Allows Effectiveness of Non-Automatically Effective Form S-3s before Filing of Proxy Statement

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Form S-3 registration statements filed by issuers who are not well-known seasoned issuers may now be declared effective before the filing of the proxy statement containing Part III information that was properly omitted from...more

Oberheiden P.C.

Regulation A+: The Ultimate Guide from Eligibility to Compliance

Oberheiden P.C. on

Regulation A+ has emerged as a powerful tool for companies seeking to raise capital from both accredited and non-accredited investors. This Regulation A+ Offerings Guide provides a comprehensive overview of Regulation A+,...more

Whiteford

Client Alert: New SEC Updates Simplify Accredited Investor Verification for Rule 506(c) Offerings

Whiteford on

On March 12, 2025, the staff of the SEC’s Division of Corporation Finance through a no-action letter and Compliance and Disclosure Interpretations (C&DIs) provided clarity on verifying “accredited investor” status under Rule...more

Oberheiden P.C.

Regulation CF: An Ultimate Guide to the SEC’s Crowdfunding Regulation

Oberheiden P.C. on

Early crowdfunding often broke securities laws due to unregistered offerings. In 2015, the SEC's Regulation Crowdfunding (Regulation CF) addressed this, stemming from the JOBS Act. It provides an exemption for certain...more

Bressler, Amery & Ross, P.C.

SEC Staff Provides Additional Guidance on Verification Requirement for 506(c) Offerings

On March 12, 2025, the SEC’s Division of Corporation Finance issued guidance affirming that issuers in a 506(c) offering could reasonably be considered to have properly "verified" an investor's accredited status based simply...more

DarrowEverett LLP

Less Red Tape, More Capital? SEC Clarifies 506(c) Verification Rules

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On March 12, 2025, the Securities and Exchange Commission (“SEC”) issued a significant no-action letter clarifying the use of high minimum investment amounts as a method for verifying accredited investor status under Rule...more

Troutman Pepper Locke

SEC Broadens Guidance on Accredited Investor Verification

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The Securities and Exchange Commission (SEC) has issued a no-action letter providing new interpretive guidance on the verification of accredited investor status in offerings conducted under Rule 506(c) of Regulation D, which...more

Latham & Watkins LLP

Latham Letter Begins New Era for Private Capital Fundraising

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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...more

Baker Botts L.L.P.

SEC Expands Eligibility For Confidential Draft Registration Statement Submissions

Baker Botts L.L.P. on

On March 3, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) announced significant enhancements to the ability of issuers to submit draft...more

Sullivan & Worcester

SEC Expands Confidential Submission Options for Issuers to Facilitate Capital Raising

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On March 3, 2025, the U.S. Securities and Exchange Commission (SEC) announced expanded accommodations for issuers submitting draft registration statements for nonpublic review. These enhancements are intended to facilitate...more

Katten Muchin Rosenman LLP

SEC Division of Corporation Finance Expands Confidential Review Accommodations for Draft Registration Statements

On March 3, 2025, the staff of the Securities and Exchange Commission's (SEC) Division of Corporation Finance (the Division) announced that it enhanced certain existing accommodations under the Jumpstart Our Business Startups...more

Oberheiden P.C.

Section 4(a)(2): Private Placement Ultimate Guide

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Section 4(a)(2) private placements can help companies raise capital without an Initial Public Offering (IPO). While exempt from registration, these offerings do require strict compliance to avoid legal pitfalls. Companies...more

Latham & Watkins LLP

SEC Explores Regulatory Changes to Make It Easier to Raise Capital, Invest in Private Funds, and Be a Public Company

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The Acting SEC Chairman announced regulatory priorities designed to help companies raise capital, widen investment options available to retail investors, and reduce regulatory burdens on smaller public companies....more

Vicente LLP

Raising Capital for Your Business: Why Companies Should Avoid Non-Accredited Investors

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When raising capital, startups and growing businesses must choose among various terms, structures, filings, and investor types. One decision—whether to include unaccredited investors—should be straightforward. For the reasons...more

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