News & Analysis as of July 30, 2025

Private Offerings

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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 -

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

BCLP on 3/19/2025

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

On the right track: Securities & Exchange Commission adopts rules to streamline private offering exemptions

Eversheds Sutherland (US) LLP on 12/2/2020

On November 2, 2020, the Securities and Exchange Commission (the SEC) voted to adopt final amendments (the Amendments) to “simplify, harmonize, and improve certain aspects of the exempt offering framework.” The Securities Act...more

The More Things Change….

Morrison & Foerster LLP - JOBS Act on 9/24/2014

Today, September 23rd, is the one year anniversary of the effective date of the changes relaxing the prohibition against general solicitation in certain offerings made under Rule 506 and resales made pursuant to Rule 144A....more

CFTC Aligns CPO Regulation With JOBS Act, Provides Other Guidance for CPOs

Katten Muchin Rosenman LLP on 9/16/2014

The Commodity Futures Trading Commission’s Division of Swap Dealer and Intermediary Oversight (DSIO) recently issued several letters affecting commodity pool operators (CPOs): JOBS Act Harmonization: On September 9,...more

CFTC Publishes Long-Awaited JOBS Act Relief

Akin Gump Strauss Hauer & Feld LLP on 9/12/2014

The staff of the Commodity Futures Trading Commission (CFTC) published a no-action letter on September 9, 2014 (available here) that permits certain commodity pool operators (CPOs) to conduct general solicitation in private...more

Verifying Accredited Investors in Public Rule 506 Offerings: SIFMA Guidance

Stinson - Corporate & Securities Law Blog on 6/30/2014

On June 23, 2014, the Securities Industry and Financial Markets Association (SIFMA) published a memo outlining several specific methods for verifying accredited investor status that SIFMA believes would satisfy the...more

Why Startups Are Stepping on the Brakes Despite SEC Giving Green Light to General Solicitation

Snell & Wilmer on 6/10/2014

In September 2013, the SEC significantly relaxed restrictions that had been in place for over 80 years on companies’ ability to advertise for investors. The old rule, generally referred to as the “ban on general...more

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