PODCAST: Williams Mullen's Raising Capital 101: A Securities Podcast - Rule 506 Offerings
PODCAST: Williams Mullen's Raising Capital 101: A Securities Podcast - What is a Private Offering?
JOBS Act Implementation Regulations
On March 12, 2025, the Staff of the SEC Division of Corporation Finance (the Staff) provided guidance in response to a letter requesting interpretive guidance (the No-Action Letter) to clarify the verification requirement of...more
The Securities Act of 1933, as amended (Securities Act), requires that any offer or sale of securities in the United States must either be registered with the SEC or qualify for an exemption to registration thereunder....more
On March 12, 2025, the staff of the SEC’s Division of Corporation Finance through a no-action letter and Compliance and Disclosure Interpretations (C&DIs) provided clarity on verifying “accredited investor” status under Rule...more
On March 12, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) issued an interpretive letter (the “Interpretive Letter”) and...more
If your company plans to raise money by selling stock or convertible notes (also known as “securities”), then your company must comply with federal and state securities laws. If not, the company and its promoters could become...more
On October 30, 2015, the Securities and Exchange Commission (SEC) adopted final crowdfunding rules. More than two years after the publication of the proposed crowdfunding rules, the SEC approved regulations that permit...more
The staff of the SEC Division of Corporation Finance (Staff) recently issued new Compliance and Disclosure Interpretations (CDIs) and an interpretive letter regarding the general solicitation prohibition in securities...more
The SEC granted no-action relief to Citizen VC, Inc. which appears to state, although subject to facts and circumstances, a pre-existing relation can be formed with a person that first contacts a seller of securities over the...more
The GIPS Executive Committee has approved a new requirement, effective January 1, 2015, that any firm claiming compliance with GIPS must annually notify the CFA Institute of such claim by June 30. Each GIPS-compliant firm...more
Two key features of the JOBS Act – general solicitation in Rule 506 offerings, and the increased thresholds at which an issuer will be required to register a class of securities under the Securities Exchange Act of 1934 (the...more
In the last few days, we received a few inquiries regarding our prior post on the CFTC’s temporary relief permitting funds to engage in general solicitation to the text that the funds were conducting Rule 506(c) offerings or...more
Another letter to the SEC from the Hill challenges the Regulation A+ proposal. This time, the authors question the authority of the SEC in defining “qualified purchaser” as an offeree or purchaser in a Tier 2 Reg A+...more
The staff of the SEC’s Division of Corporation Finance added to its Compliance and Disclosure Interpretations posted on the SEC website new Questions 255.48-255.49 and 260.35-260.38 which address (1) elements of the...more
On May 22, 2014, Sebastian Gomez Abero, Chief of the Office of Small Business Policy of the Division of Corporation Finance of the SEC, spoke about the SEC’s crowdfunding and Regulation A+ proposals. Mr. Gomez commented...more
The Securities and Exchange Commission (the “SEC”) has released a series of Compliance and Disclosure Interpretations (the “Interpretations”) recently addressing the general solicitation exemption under new Rule 506(c) of...more
The SEC’s Office of Compliance Inspections and Examinations (“OCIE”) announced the 2014 examination priorities (the “Announcement”) for its National Examination Program (the “NEP”). The priorities are organized according to...more
Year End Update – Compliance: Certain Upcoming U.S. Regulatory Deadlines - The list below briefly summarizes various regulatory obligations and filing deadlines for private fund managers under U.S. rules....more
On January 3, the Securities and Exchange Commission’s Division of Corporation Finance issued five new Compliance and Disclosure Interpretations (C&DIs) with respect to Rule 506 under the Securities Act of 1933 (Securities...more
The staff of the SEC's Division of Corporation Finance recently published additional "Compliance and Disclosure Interpretations", starting at 260.28, relating to the bad actor disqualification in Rule 506 under the Securities...more
As we’ve described previously, new Rule 506(d) imposes a number of bad actor disqualifications on certain persons that are associated with the issuer, including officers, directors, and 20% beneficial owners. On January 3,...more
On January 3, 2014 the Staff of the SEC’s Division of Corporation Finance updated the Securities Act Rules Compliance and Disclosure Interpretations to address a number of interpretive issues under the “bad actor”...more
In a recently issued Compliance & Disclosure Interpretation (Question #260.21), the SEC staff unequivocally stated that disqualification under Rule 506(d)(1)(v) is “triggered only by orders to cease and desist from violations...more
The staff of the Securities and Exchange Commission’s Division of Corporation Finance published “Compliance and Disclosure Interpretations” (CDIs) on Wednesday, December 4, 2013, that provide important clarification regarding...more
Nancy Wojtas, the head of the public companies group at Cooley LLP, alerted me to the fact that the SEC staff yesterday issued 14 new Compliance & Disclosure Interpretations (C&DIs) relating to Rule 506 under Regulation D. ...more
During the American Bar Association’s Business Law Section Fall Meeting, the Federal Regulation of Securities Committee hosted a dialogue with the Director of the SEC’s Division of Corporation Finance, Keith Higgins. Mr....more