News & Analysis as of

Disclosure Requirements Accredited Investors Securities Act of 1933

Oberheiden P.C.

FAQs: 144A Resales vs. Regulation D Private Placements

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Rule 144A and Regulation D offer exemptions from federal securities registration requirements under the Securities Act of 1933. However, they apply to different situations, and overseas companies must follow distinct...more

Troutman Pepper Locke

Recent SEC Corp/Fin Interpretations of Interest

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In new Compliance and Disclosure Interpretations (see CDIs 256.35 and 256.36) and a related no-action letter (Latham & Watkins LLP, March 12, 2025), the staff of the Securities and Exchange Commission’s Division of...more

BCLP

New SEC Staff Guidance on Verification of Investor Accreditation in Private Placements Involving General Solicitation

BCLP on

On March 12, 2025, the SEC staff confirmed in a no-action letter that issuers may rely on high minimum investment levels, as well as investor self-certification of accredited status, in private offerings involving general...more

DLA Piper

SEC Updates Guidance Regarding Exempt Offerings

DLA Piper on

On March 12, 2025, the Securities and Exchange Commission (SEC) published updates to its Compliance and Disclosure Interpretations (C&DIs) related to exempt offerings under the Securities Act of 1933 (Securities Act). These...more

Akin Gump Strauss Hauer & Feld LLP

SEC Staff Provides Guidance on Private Offerings to Accredited Investors That Permit General Solicitation and Other Exemptions

On March 12, 2025, the U.S. Securities and Exchange Commission (SEC)’s Division of Corporation Finance (SEC Staff) published new and revised Compliance and Disclosure Interpretations (C&DIs) regarding private offering...more

DarrowEverett LLP

Private Placements in Florida Just Got Easier: Here’s How

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Florida recently implemented amendments to its Securities and Investor Protection Act (“Chapter 517”), bringing significant changes to the regulatory framework governing private placements, investment advisors, and exemptions...more

Goodwin

SEC Adopts New Rules Applicable to SPACs, Shell Companies and Projections

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We previously noted in our March 31, 2022 alert that the U.S. Securities and Exchange Commission (SEC or Commission) held an open meeting on March 30, 2022 to consider proposed rules and amendments regarding special purpose...more

Alston & Bird

SEC Amends Regulation S-K Disclosure Requirements and Updates Definitions of “Accredited Investor” and “Qualified Institutional...

Alston & Bird on

Our Securities Group reviews new amendments from the Securities and Exchange Commission that seek to help investors better understand disclosure documents and expand the list of those eligible to participate in private...more

Morrison & Foerster LLP

Year In Review: 2019 Developments With The SEC’s Division Of Corporation Finance

During 2019, the Division of Corporation Finance (the “Division” or the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) addressed a number of regulatory issues affecting public companies and participants...more

White & Case LLP

SEC: Time to revamp securities offering exemptions

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SEC is seeking public comments in its concept release in an effort to simplify, harmonize and improve the existing exempt offering framework. On June 18, 2019, the Securities and Exchange Commission (the “SEC” or the...more

Stinson - Corporate & Securities Law Blog

Treasury Issues Plan to Streamline Capital Markets Regulation

Pursuant to Executive Order 13772, the Treasury Department has issued a report that identifies laws, treaties, regulations, guidance, reporting and record keeping requirements, and other government policies that promote or...more

Goodwin

House Passes Act to Codify Section 4(a)(1½) Exemption for Resales of Restricted Securities

Goodwin on

On October 6, 2015, the U.S. House of Representatives unanimously approved the Reforming Access for Investments in Startup Enterprises Act of 2015 (H.R. 1839), also known as the RAISE Act of 2015. The RAISE Act has been...more

Goodwin

SEC Staff Issues Guidance on Accredited Investor Tests and Verification of Accredited Investors for Rule 506(c) Offerings

Goodwin on

The staff of the SEC’s Division of Corporation Finance added to its Compliance and Disclosure Interpretations posted on the SEC website new Questions 255.48-255.49 and 260.35-260.38 which address (1) elements of the...more

Allen Matkins

SEC Proposes Regulations Related to Crowdfunding (Part 1)

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The Securities and Exchange Commission ("SEC") proposed for comment new regulations on Crowdfunding. Crowdfunding is the general term used to describe a new way of raising capital using the Internet. A crowdfunding...more

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