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
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
Under Rule 506(c) of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), general solicitation of prospective purchasers is permitted if the issuer takes reasonable steps to verify the purchasers’...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
On March 12, 2025, the Securities and Exchange Commission (SEC) published updates to its Compliance and Disclosure Interpretations (C&DIs) related to exempt offerings under the Securities Act of 1933 (Securities Act). These...more
On March 12, 2025, the U.S. Securities and Exchange Commission (SEC)’s Division of Corporation Finance (SEC Staff) published new and revised Compliance and Disclosure Interpretations (C&DIs) regarding private offering...more
Interpretive guidance unlocks general solicitation in Regulation D offerings with user-friendly, bright-line approach. On March 12, 2025, Latham & Watkins obtained SEC Staff guidance on the use of general solicitation in...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
On December 20, 2024, the U.S. Securities and Exchange Commission (the “SEC”) announced charges against two private companies and one registered investment adviser (the “Parties”). These charges asserted that the Parties...more
Investments in private markets are rapidly becoming an essential part of a well-rounded investment portfolio, especially for ultra-high-net-worth individuals and families. According to Ernst & Young, the assets under...more
On December 20, 2024, the Securities and Exchange Commission (“SEC”) announced charges against two private companies and a registered investment advisor for failure to file a Form D in connection with exempt offerings under...more
On August 7, 2024, nearly four years after the SEC filed its complaint alleging Ripple sold XRP in unregistered securities transactions in violation of Section 5 of the Securities Act, the district court issued its final...more
This LawFlash was originally published on January 4, 2016. The FAST Act’s private resale safe harbor has not gained traction in private offerings of asset-backed securities. On December 4, 2015, US President Barack Obama...more
If an issuer of a securities wishes to generally advertise their private offering of securities, they can do so under Rule 506(c) of Regulation D of the Securities Act of 1933, which would exempt the offeror from registration...more
The Securities and Exchange Commission (SEC) recently released a staff report reviewing the definition of "accredited investor" in Rule 501(a) of Regulation D under the Securities Act of 1933 (Securities Act), as required at...more
On December 14, 2023, the Securities and Exchange Commission (SEC) released a staff report on the definition of accredited investor, examining the current status of the accredited investor pool and discussing several...more
On Friday, the SEC announced the issuance of a staff report on the accredited investor definition, a review that, as directed by Dodd-Frank, occurs every four years with the objective of assessing “whether the requirements of...more
Securities law practitioners know that Section 5(a) of the Securities Act of 1933 generally makes it unlawful to sell a security unless a registration statement is in effect, or the security or the transaction is exempt. ...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
Regulation A “Plus” is an exemption from registration under the Securities Act of 1933 that permits certain eligible issuers to conduct public offerings of up to $75 million in a 12-month period to accredited and unaccredited...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
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
This February 2022 Client Alert summarizes certain key U.S. federal securities laws that non-U.S. advisers should consider before offering equity interests in non-US private investment funds in the United States....more
A major U.S. cryptocurrency exchange recently disclosed its receipt of a Wells Notice from the SEC, which threatened charges for violating Section 5 of the Securities Act in connection with the planned launch of a “yield...more