News & Analysis as of August 16, 2025

Investors

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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 -

Pitch Perfect: Demo Days, General Solicitation and the HALOS Act of 2025

Farrell Fritz, P.C. on 6/30/2025

Your company is invited by a local meetup group to present at demo day with other startups, and you accept. The group announces the demo day lineup of startups in an e-blast, on its website, on its Facebook page and through...more

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

Proposed Expansion of “Accredited Investor” Definition Would Benefit Issuers and Investors

Farrell Fritz, P.C. on 1/22/2020

The Securities and Exchange Commission is proposing to expand the definition of “accredited investor” to include additional entities that could bear the economic risks of investment and certain financially sophisticated...more

The Rumors of the Death of Gun Jumping Have Been Greatly Exaggerated

Bass, Berry & Sims PLC on 12/11/2018

Generally speaking, the federal securities laws were drafted with the purpose of limiting the kind and amount of pre-offering publicity permitted in registered public offerings. Pursuant to Section 5(c) of the Securities Act...more

SEC Brings Enforcement Action for Failure to Verify Accredited Investor Status

Stinson - Corporate & Securities Law Blog on 12/10/2018

CoinAlpha Advisors LLC was formed for the purpose of investing in digital assets. From October 2017 through May 2018 CoinAlpha raised approximately $600,000 from 22 investors, residing in at least five U.S. states....more

SEC Helps Issuers Avoid Relationship Drama in Capital Raising: New Guidance on General Solicitation

McGuireWoods LLP on 11/9/2015

On August 6, 2015, the Securities and Exchange Commission (SEC) staff issued important guidance concerning general solicitation and general advertising (collectively, general solicitation), including the use of online...more

Mintz TechConnect - October 2015

Mintz on 10/19/2015

Letter from the Editors - We are thrilled to provide you with the first issue of Mintz Levin’s TechConnect, a bi-monthly newsletter on “all things technology” in the legal and business world, from our perspective, of...more

SEC Issues Proposed Rules Intended to Protect Investors and Gather Additional Information in Connection With Permitting General...

Clark Hill PLC on 10/14/2013

On July 10, 2013, the Securities and Exchange Commission ("SEC") issued proposed rules regarding amendments to Regulation D, Form D and Rule 156 of the Securities Act. The SEC has requested comments on the proposed rules....more

Private Offerings: Questions that Might Frequently be Asked Sometime Soon (Part II)

Morrison & Foerster LLP on 10/3/2013

Shortly after the Securities and Exchange Commission (SEC) adopted the final rule relaxing the prohibition against general solicitation in connection with offerings made pursuant to new Rule 506(c) and Rule 144A, we provided...more

Concurrent EB-5 Offerings In The United States And Abroad

Carlton Fields on 10/2/2013

Until recently, U.S. offerors and others had to make offerings of EB-5 project investments solely offshore in order to benefit from Regulation S, an exclusion from registration requirements. The offerors had to exclude...more

JOBS Act Rules – Limited Grandfathering For Current Investors; Certain Other Form D Developments

Troutman Pepper on 8/22/2013

Issuers taking advantage of the general solicitation allowance provided by Rule 506(c) must take “reasonable steps” to verify the accredited investor status of investors in the offering....more

Private Placements Under New Rule 506(c) – Interplay With Other Exemptions And State Law Implications

Troutman Pepper on 8/8/2013

A fundamental precept of the federal securities laws is that any purchase or sale of a security must either be registered under the Securities Act of 1933 (the Securities Act) or qualify for an exemption from registration....more

SEC Relaxes Ban On Advertising And Solicitation For Private Placements To Accredited Investors

Troutman Pepper on 7/18/2013

In a watershed event reversing decades of private offering restrictions, on July 10, 2013, the Securities and Exchange Commission (SEC) approved final rules required by the Jumpstart Our Business Startups Act of 2012 (JOBS...more

JOBS Act: SEC Adopts Rules To Permit General Solicitation And Advertising For Private Offerings

Perkins Coie on 7/11/2013

When enacted on April 5, 2012, Title II of the Jumpstart Our Business Startups Act of 2012 (JOBS Act) endeavored to lift the long-standing ban on general solicitation and advertising for private securities offerings under...more

SEC Eliminates Prohibition on General Solicitation/Advertising in Certain Offerings

Baker Donelson on 7/11/2013

On July 10, 2013, the Securities and Exchange Commission (SEC) adopted final rules to remove the prohibition on general solicitation and general advertising for certain securities offerings to make it easier for companies to...more

SEC Adopts Rules Allowing General Solicitation in Rule 506 Offerings to Accredited Investors

Dentons on 7/11/2013

On July 10, 2013 the SEC adopted amendments to Rule 506 of Regulation D and Rule 144A under the Securities Act of 1933 to implement a portion of the JOBS Act....more

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