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General Solicitation › Disclosure Requirements › Accredited Investors

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... more +
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 -
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

Buchalter

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

Buchalter on

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

Stoel Rives LLP

In Case You Missed It - Interesting Items for Corporate Counsel

Stoel Rives LLP on

The Director of the SEC’s Division of Corporation Finance, Keith Higgins, recently gave the keynote address, here, at the 2014 Angel Capital Association Summit. He focused on the following three items on the SEC rulemaking...more

Akin Gump Strauss Hauer & Feld LLP

SEC Staff Provides Clarification of Scope of Bad Actor Disqualification

Akin Gump Strauss Hauer & Feld LLP on

The staff of the Securities and Exchange Commission’s Division of Corporation Finance published “Compliance and Disclosure Interpretations” (CDIs) on Wednesday, December 4, 2013, that provide important clarification regarding...more

Stoel Rives LLP

In Case You Missed It - Interesting Items for Corporate Counsel (Cumulative)

Stoel Rives LLP on

As forecast, there is no shortage of law firm memos describing Regulation D changes, including the final rules eliminating the general solicitation ban (here) and prohibiting "bad actor" participation (here) and the proposed...more

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