PODCAST: Williams Mullen's Raising Capital 101: A Securities Podcast - What is a Private Offering?
Using Regulation D Rule 506(c) to Raise Capital
One Note Samba
WORD OF THE DAY® – Big Boy Letter
New fees from the Financial Industry Regulatory Authority (FINRA) are now on hold until 2027. Our Investment Funds Team examines the new schedule for public offering and private placement reviews....more
In response to a request for no-action submitted by the law firm Latham & Watkins on March 12, 2025 (No-Action Letter), the Securities and Exchange Commission (SEC) Division of Corporation Finance’s staff (Staff) provided new...more
The staff of the U.S. Securities and Exchange Commission (SEC) recently released a no action letter addressing when accredited investor status for purposes of Rule 506(c) of Regulation D can be established by a representation...more
Rule 144A and Regulation D offer exemptions from federal securities registration requirements under the Securities Act of 1933. However, they apply to different situations, and overseas companies must follow distinct...more
Just as with private placements of equity, issuing bonds privately requires careful attention to federal law. Bonds are usually classified as "securities," triggering various regulatory requirements. Companies pursuing this...more
With an estimated 34 people moving to the Charleston area each day and with South Carolina claiming one of the fastest-growing populations in the nation last year , the post-COVID increase in the number of private placement...more
The SEC now permits public marketing of private placements, without burdensome investor wealth verification requirements, if the investment is big enough. On March 12, 2025, the U.S. Securities and Exchange Commission (SEC)...more
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
The Securities and Exchange Commission’s Investor Advisory Committee will meet on September 21, 2023 and has announced its agenda for the meeting, which includes consideration of certain matters that are included on the SEC’s...more
Real estate syndication involves pooling funds from multiple investors to finance a real estate project. While syndication can be a profitable investment strategy, it also comes with various legal considerations and potential...more
On January 10, 2023, the Financial Industry Regulatory Authority, Inc. (“FINRA”) released its 2023 Report on FINRA’s Examination and Risk Monitoring Program (the “Report), available at: 2023 Report on FINRA’s Examination and...more
In various public statements of late, representatives of the Securities and Exchange Commission have noted concern regarding the growth of the private markets. The statements have pointed to the fact that fundraising in the...more
In this issue of Make (Whole) A Minute, we examine the new ratings rationale reporting requirements being implemented by the NAIC’s Securities Valuation Office. Insurance regulators have long sought greater transparency into...more
The short answer is that it depends, but it is usually advisable and sometimes required. Let’s dig deeper. Initially, let’s discuss what a PPM is. A PPM is a document that discloses information regarding the company that is...more
INTRODUCTION - On 2 November 2020, the U.S. Securities and Exchange Commission (SEC) adopted significant amendments to the exempt offering framework under the Securities Act of 1933, as amended (Securities Act), to harmonize,...more
Investors in private equity funds need to come in with their eyes open, with consideration given to where and what the pitfalls are, as well as what opportunities exist for avoiding them and perhaps improving the terms of the...more
Large, late stage private capital raises for privately held companies continue to be the preferred method of financing growth for many new companies, particularly those in the tech sector. ...more
Since 2004, the number of companies valued at over $1 billion, known as unicorns, has grown exponentially. Pitchbook’s recently published Unicorn Report notes that unicorns currently make up one-fifth of 2017’s total deal...more
Amendments to Regulation A adopted by the SEC to comply with a mandate in the JOBS Act took effect on June 19, 2015. Regulation A as amended (often referred to as “Regulation A+”) expands the maximum aggregate amount that...more
Multiple firms involved in the solicitation of investment capital for the Immigrant Investor Program (also known as "EB-5") have recently been charged by the SEC with acting as unregistered brokers. Neither In re Ireeco, LLC,...more
The SEC has given the go-ahead to a venture capital firm’s plan to conduct 506(b) private placements online. On August 5, 2015, the Commission issued a no-action letter to Citizen VC, Inc., saying the firm’s proposed online...more