JOBS Act, Accredited Investors

SEC Broadens Guidance on Accredited Investor Verification

Troutman Pepper Locke on 3/13/2025

The Securities and Exchange Commission (SEC) has issued a no-action letter providing new interpretive guidance on the verification of accredited investor status in offerings conducted under Rule 506(c) of Regulation D, which...more

Relief for Pre-Verified Accredited Investors May Encourage Rule 506(c) Offerings

Farrell Fritz, P.C. on 2/16/2021

It’s pretty common for issuers in follow-on offerings to solicit investors from previous rounds first. Indeed, doing so is often mandatory when early investors have preemptive rights. ...more

Strict Traffic Rules for New Crowdfunding Vehicles – Part Three of Exempt Offering Amendments Deeper Dive

Farrell Fritz, P.C. on 1/11/2021

You just raised $1 million in your crowdfunding offering under Title III/Regulation CF. That’s the good news. The bad news? You now have over a thousand shareholders on your cap table, making it unwieldy, an administrative...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

SEC Updates Definition Of “Accredited Investor”

McCarter & English, LLP on 8/28/2020

The term “accredited investor,” as defined under Rule 501 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), had not changed significantly since it was originally adopted in 1982. In June 2019,...more

SEC Proposal Paves the Way for Contemporaneous 506(b)/506(c) Fund Raising Strategies

Stinson LLP on 5/18/2020

The Securities and Exchange Commission (SEC) announced the proposal of certain amendments that would “simplify, harmonize and improve certain aspects of the exempt offering framework.”...more

Testing the Waters for All – New Rule 163B Expands TTW to All Issuers: First Analysis

Mayer Brown Free Writings + Perspectives on 11/20/2019

In this Lexis Practice Advisor Practice Note, we discuss new Rule 163B adopted by the US Securities and Exchange Commission (SEC). On September 26, 2019, the SEC extended the ability to test the waters to all issuers by...more

A Rising Tide May Lift All Boats: SEC Adopts Rule 163B, Permitting All Issuers to “Test the Waters”

Pillsbury Winthrop Shaw Pittman LLP on 10/31/2019

The rule is an expansion of a popular modernization reform previously only available to emerging growth companies. All issuers considering a registered securities offering will now be able to engage in “testing-the-waters”...more

Everybody “Test-the-Waters” - SEC Expands Communications Rule to All Issuers

Eversheds Sutherland (US) LLP on 10/8/2019

On September 26, 2019, the Securities and Exchange Commission (SEC) announced that it has expanded the “testing-the-waters” exemption to all issuers. The new rule and related amendments under the Securities Act of 1933, as...more

“Testing-the-Waters” for All

Fenwick & West LLP on 10/3/2019

On September 26, 2019, the U.S. Securities and Exchange Commission (SEC) voted to adopt new Rule 163B under the Securities Act of 1933, as amended (Securities Act), to expand the “testing-the-waters” (TTW) accommodation —...more

Gauging Interest: SEC Votes to Approve Proposal to Expand “Test-the-Waters” Rules

Sheppard Mullin Richter & Hampton LLP on 10/3/2019

The Securities and Exchange Commission (“SEC”) announced on September 26, 2019 that it voted to adopt the application of “testing-the-waters” rules to all issuers who engage in raising capital in the public markets. This...more

SEC Issues Final Rule Allowing All Issuers to “Test the Waters”

Alston & Bird on 10/3/2019

Our Securities Group examines a new rule from the Securities and Exchange Commission that will allow all issuers to gauge market interest before an initial public offering (IPO)....more

SEC Extends "Test the Waters" to All Issuers

Wilson Sonsini Goodrich & Rosati on 10/2/2019

On September 26, 2019, the U.S. Securities and Exchange Commission (SEC) announced that it had voted to adopt new Rule 163B, extending the "test the waters" accommodations previously available only to emerging growth...more

"Test-The-Waters" Exemption To Be Available To All Issuers

Goodwin on 10/2/2019

The Securities and Exchange Commission (SEC) has adopted a new rule that will allow all issuers to engage in test-the-waters communications regarding a contemplated registered securities offering with qualified institutional...more

Legal Update: Testing the Waters for All – New Rule 163B Expands TTW to All Issuers

Mayer Brown Free Writings + Perspectives on 9/30/2019

On September 26, 2019, the US Securities and Exchange Commission extended the ability to test the waters to all issuers by adopting the highly anticipated new Rule 163B under the Securities Act of 1933 (the Securities Act)....more

SEC Adopts New Rule to Allow All Issuers to “Test-the-Waters”

Dorsey & Whitney LLP on 9/27/2019

In connection with its efforts to modernize the regulatory framework, the SEC announced a new rule that provides all issuers with the flexibility provided by the JOBS Act to use “test-the-waters” communications with...more

Blog: SEC levels playing field: any company will now be able to “test the waters”

Cooley LLP on 9/27/2019

This morning, without the benefit of an open meeting, the SEC announced that it had voted to adopt a new rule, Rule 163B, and other amendments that will level the playing field by expanding the JOBS Act’s “test-the-waters”...more

Want to Test the Waters? Now All Issuers Can

Kilpatrick on 9/27/2019

Earlier this year, we discussed how all issuers may soon get their chance to test the waters. This morning it became official, when the Securities and Exchange Commission (SEC) adopted a final rule permitting all issuers to...more

Want to Test the Waters All Issuers May Soon Get Their Chance

Kilpatrick on 3/18/2019

On February 19, 2019, the Securities and Exchange Commission (SEC) proposed a rule that would permit all issuers to take advantage of the “test-the-waters” accommodation that has been available to emerging growth companies...more

SEC Proposes Expansion of “Test-the-Waters” Communications to All Issuers

Cozen O'Connor on 3/5/2019

On February 19, 2019, the Securities and Exchange Commission (SEC) proposed a rule that would expand the “test-the-waters” accommodation — currently available only to emerging growth companies (EGCs) — to all issuers. If...more

SEC Proposes to Expand “Test-the-Waters” Modernization Reform to All Issuers

Dorsey & Whitney LLP on 2/26/2019

The SEC proposed a new rule and related amendments that would expand the “test-the-waters” accommodation—currently available to emerging growth companies—to all issuers, including investment company issuers. Proposed...more

SEC proposes to expand “testing-the-waters” provisions to all issuers

Eversheds Sutherland (US) LLP on 2/25/2019

On February 19, 2019, the Securities and Exchange Commission (SEC) announced a proposal to expand the “testing-the-waters” exemption to all issuers. Currently the exemption is limited to emerging growth companies (EGCs)....more

SEC proposes to Expand Test-the-Waters Communications to all Issuers

Stinson LLP on 2/25/2019

The SEC has proposed new rules that would permit all issuers to solicit investor views about potential offerings at an earlier stage in the offering process than is the case today. ...more

Hoping to Encourage Increased Participation in the Public Markets, SEC Proposes New Rule Allowing all Issuers to Test the Waters

White & Case LLP on 2/25/2019

The SEC is proposing to extend the testing-the-waters ("TTW") accommodation to all issuers, including investment company issuers.1 Citing the dominance of the IPO market by emerging growth companies ("EGCs")2 and evidence...more

SEC Proposes New Rule 163B to Expand ‘Testing-the-Waters’ Communications to All Issuers

Skadden, Arps, Slate, Meagher & Flom LLP on 2/22/2019

On February 19, 2019, the Securities and Exchange Commission (SEC) voted to propose a new rule and related amendments under the Securities Act that would expand the permissible use of testing-the-waters communications to...more

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