News & Analysis as of July 25, 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 -

FAQs on the Latham Letter for Exempt Offerings with General Solicitation Under Rule 506(c)

Latham & Watkins LLP on 3/17/2025

On March 12, 2025, Latham obtained SEC Staff guidance on the use of general solicitation in private placements. The guidance unlocks the full potential of Regulation D Rule 506(c) by clarifying that issuers may satisfy the...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

Using Regulation D Rule 506(c) to Raise Capital

Troutman Pepper Locke on 10/16/2020

Raising investment capital through private offerings has always been a challenge, especially for new and emerging investment managers. COVID-19 has exasperated this challenge by significantly limiting traditional means of...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

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 Permits CPOs to Advertise

Proskauer Rose LLP on 9/15/2014

On September 9, 2014, the Commodity Futures Trading Commission (CFTC) issued an exemptive letter (No. 14-116) that permits a commodity pool operator (CPO) relying on an exemption under CFTC Regulation 4.7(b) or 4.13(a)(3) to...more

CFTC Issues Exemptive Relief to Harmonize with JOBS Act Amendments to Regulation D and Rule 144A

Foley Hoag LLP on 9/12/2014

The U.S. Commodity Futures Trading Commission (“CFTC”) issued an Exemptive Letter on September 8, 2014 (“Exemptive Letter”) providing that an issuer relying on Rule 506(c) of Regulation D and resellers relying on Rule 144A,...more

Guidance Provides Path Forward for Accredited Investor Verification

Smith Anderson on 7/18/2014

As mandated by Congress in Section 201(a) of the Jumpstart Our Business Startups Act, in July 2013 the Securities and Exchange Commission (SEC) amended Rule 506 under Regulation D of the Securities Act of 1933, creating a new...more

SEC Staff Provides Rule 506(c) Verification Guidance

Morrison & Foerster LLP - JOBS Act on 7/8/2014

The SEC Staff recently provided further guidance on the provisions of Rule 506(c) of Regulation D which permit the use of general solicitation and general advertising when sales are made only to accredited investors and the...more

Keith Higgins Speaks To JOBS Act Misperceptions: • The Staff Will Not Be Quick To Second Guess • “Venture Fairs” And “Demo Days”...

Stinson - Corporate & Securities Law Blog on 3/28/2014

In a recent speech, Keith Higgins, Director, SEC Division of Corporation Finance, gave his views on certain misperceptions and other matters regarding general solicitation under the JOBS Act....more

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General Solicitation › Rule 506(c) › Regulation D

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