PODCAST: Williams Mullen's Raising Capital 101: A Securities Podcast - Rule 506 Offerings
PODCAST: Williams Mullen's Raising Capital 101: A Securities Podcast - What Are the Differences Between Private & Public Offerings?
Using Regulation D Rule 506(c) to Raise Capital
Videocast: Asset management regulation in 2020 videocast series – The SEC’s proposed accredited investor definition
Ropes & Gray’s PEP Talk: General Solicitation by Private Equity Funds Under 506(c)
JOBS Act Implementation Regulations
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
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
Federal Securities Lawyer and Founding Attorney of Oberheiden P.C., Dr. Nick Oberheiden, answers FAQs about private placements under Regulation D....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’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, the Division of Corporation Finance (the “Division”) of the SEC issued a no-action letter (the “No-Action Letter”) providing new guidance on Rule 506(c) of Regulation D under the Securities Act....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
Section 4(a)(2) private placements can help companies raise capital without an Initial Public Offering (IPO). While exempt from registration, these offerings do require strict compliance to avoid legal pitfalls. Companies...more
When it comes to raising capital for your business, private placements offer a compelling alternative to traditional methods like bank loans or venture capital. However, navigating the intricate legal landscape of securities...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 May 9, 2023, the Financial Industry Regulatory Authority, Inc. (“FINRA”) issued Regulatory Notice 23-08 (the “Notice”), which provides supplemental and updated guidance for members conducting private placements pursuant to...more
This is our global initial public offering guide. It will help you navigate the US portion of a global IPO – in other words, an IPO in which you sell locally listed ordinary shares to investors outside the United States under...more
Commissioner Crenshaw’s remarks on January 30, 2023, once again, touched on Regulation D and the private markets. It is understandable that, given companies in the United States have become increasingly reliant on private...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
As many of our readers will have heard, the Canadian Securities Administrators (“CSA”) has announced the adoption of a new prospectus exemption for certain reporting issuers listed on a Canadian stock exchange (the...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
The Jumpstart Our Business Startups (JOBS) Act was signed into law by President Barack Obama on April 5, 2012 and aimed to improve access to public capital markets for emerging growth companies. While largely considered a...more
Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more
In December 2020, New York adopted new rules to update its blue sky securities registration requirements as part of an ongoing effort to “streamline and enhance the oversight of the securities industry in New York,” modernize...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