News & Analysis as of August 11, 2025

Regulation D

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General Solicitation typically refers to the soliciting of investors to purchase securities. Prior to the passage of the JOBS Act in 2012, general solicitation was banned in connection with privately offered unregistered securities. Issuers were only permitted to offer such securities to investors with whom they had a pre-existing substantive relationship. Section 201(a) of the JOBS Act lifted the ban on general solicitation, but only with respect to accredited investors. less -

SEC Issues Modified CDI's on Private Placements and Offering Exemptions

Buchalter on 3/14/2025

On March 12, 2025, the SEC dropped a massive amount of changes to their Compliance and Disclosure Interpretations (CDI’s) related to Regulation D and other forms of exempt offerings, including clarification (and flexibility!)...more

New Rule 506 C&DI’s Require Some Explaining

Allen Matkins on 12/5/2013

Nancy Wojtas, the head of the public companies group at Cooley LLP, alerted me to the fact that the SEC staff yesterday issued 14 new Compliance & Disclosure Interpretations (C&DIs) relating to Rule 506 under Regulation D. ...more

New Rule 506(d) "Bad Actor" Disqualification - A Continuous Diligence Headache for Emerging Companies

McCarter & English, LLP on 8/26/2013

As required by the Dodd-Frank Act, the SEC on July 10, 2013, adopted final Rule 506(d) to "disqualify felons and other bad actors" from Regulation D private offerings. New Rule 506(d) identifies persons and triggering events...more

SEC Adopts Rules Lifting Ban On General Solicitation In Private Placement Offerings

Bilzin Sumberg on 7/12/2013

The following information concerning new rule amendments just approved yesterday by the Securities and Exchange Commission (SEC) allows companies to engage in general solicitation of investors in private placement offerings....more

SEC Acts To Eliminate Prohibition on General Solicitation and Expand 'Bad Actor' Disqualifications

Ballard Spahr LLP on 7/12/2013

The Securities and Exchange Commission (SEC) took long-awaited action on July 10, 2013, to finalize and adopt new rules that eliminate the current prohibition against general solicitation and advertising in certain Rule 506...more

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