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
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
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
Private placement debt offerings offer a compelling alternative to traditional lending for many companies. The legal landscape governing these transactions involves key statutes, regulations, and the critical steps required...more
The SEC’s Division of Corporation Finance recently issued an interpretive letter providing additional insight as to what constitutes “reasonable steps” to verify an investor’s accredited investor status under Rule 506(c) of...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
Private placements can be a great resource for companies to raise capital in the current economic environment. They are cost effective in comparison to public offerings and provide greater decision-making latitude to current...more
There are many ways for a company to raise capital. Two common ways are for the principals to inject their own cash or arrange for the company to borrow it. But most banks are unwilling to lend to a company that does not...more
On September 27, 2021, the Build Back Better budget reconciliation legislation was introduced in the House of Representatives (the Legislation), which includes numerous revenue raisers and other tax-related changes. While...more
The Securities and Exchange Commission (SEC) recently published extensive rules aimed toward modernizing aspects of the private placement framework of the federal securities laws. On January 14, 2021, the Final Rules were...more
On August 26, the U.S. Securities and Exchange Commission (“SEC”) announced several changes to the “accredited investor” definition, adding new categories of the eligible individual and corporate candidates for private...more
The Situation: The term "accredited investor" under the Securities Act of 1933 ("Securities Act") is used to establish the eligibility of investors to participate in offerings conducted under the most frequently used private...more
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 expands definition of "accredited investor", granting startups and growing companies easier access to capital - The United States Securities and Exchange Commission (the “Commission”) adopted a new rule on August 26,...more
- Amendments to the "accredited investor" definition expand the categories of persons eligible to participate in private placements under Regulation D to include (i) individuals with certain professional licenses (Series 7,...more
On August 26, 2020, the SEC adopted several changes to expand the definition of an “accredited investor.” For the first time, a new category will enable natural persons to qualify as accredited investors based upon their...more
On August 26, 2020, the Securities and Exchange Commission (the SEC) adopted modernizing amendments to the definition of “accredited investor” in Rule 501(a) of Regulation D (Rule 501(a)) to add new categories of qualifying...more
On August 26, 2020, the Securities and Exchange Commission (SEC) adopted long anticipated amendments to the “accredited investor” definition. The SEC said that the amendments are intended to update and improve the definition...more
On December 18, 2019, the Securities and Exchange Commission (SEC) issued a proposed rule – “Amending the ‘Accredited Investor’ Definition” (the Proposed Rule) – that would expand access to private funds for certain...more
SEC/CORPORATE - SEC Announces Proposed Amendments to the Definitions of “Accredited Investor” and “Qualified Institutional Buyer” - On December 18, the Securities and Exchange Commission voted to propose amendments...more
The SEC today proposed amendments to the definition of “accredited investor,” one of the principal tests for who is eligible to participate in exempt private placements of securities. According to the SEC, the proposed...more
On June 18, 2019, the Securities and Exchange Commission (the “SEC”) issued a concept release (the “Release”) on ways to “simplify, harmonize, and improve the exempt offering framework to expand investment opportunities while...more
SEC issues cease-and-desist orders for unregistered token presales and anti-touting violations. Not content to let the dog days of summer slip by, the US Securities and Exchange Commission (SEC) recently issued two...more
SEC is seeking public comments in its concept release in an effort to simplify, harmonize and improve the existing exempt offering framework. On June 18, 2019, the Securities and Exchange Commission (the “SEC” or the...more
NASDAQ Private Markets and Morrison & Foerster recently described the process for verifying the status of investors when a company chooses to use general solicitation to conduct a Rule 506(c) offering. ...more