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Securities and Exchange Commission (SEC) Rule 506 Offerings Securities Regulation

Paul Hastings LLP

SEC Provides Updated Guidance Reducing Burden for Rule 506(c) Verification Requirement

Paul Hastings LLP on

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

Lowenstein Sandler LLP

SEC Clarifies Accredited Investor Verification for Rule 506(c) Offerings

Lowenstein Sandler LLP on

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

Whiteford

Client Alert: New SEC Updates Simplify Accredited Investor Verification for Rule 506(c) Offerings

Whiteford on

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

Mayer Brown Free Writings + Perspectives

Reiteration of Existing Principles-Based Guidance and Updated CDIs

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

King & Spalding

SEC Staff No-Action Letter Eases Rule 506(c) Accredited Investor Verification

King & Spalding on

On March 12, 2025, the SEC Division of Corporation Finance published a no-action letter that facilitates compliance with Regulation D Rule 506(c), which permits general solicitation, for offerings with certain minimum...more

Mayer Brown Free Writings + Perspectives

SEC Investor Advisory Committee Meets and Considers Various Private Placement Related Topics

On September 21, 2023, the U.S. Securities and Exchange Commission’s (the “SEC”) Investor Advisory Committee (“IAC”) met to consider certain matters included on the SEC’s rulemaking agenda for this fall, such as exempt...more

Mayer Brown Free Writings + Perspectives

SEC Investor Advisory Committee to Meet and Consider Various Private Placement Related Topics

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

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2021 Edition

Latham & Watkins LLP on

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

Farrell Fritz, P.C.

Relief for Pre-Verified Accredited Investors May Encourage Rule 506(c) Offerings

Farrell Fritz, P.C. on

It’s pretty common for issuers in follow-on offerings to solicit investors from previous rounds first.  Indeed, doing so is often mandatory when early investors have preemptive rights. ...more

Mayer Brown Free Writings + Perspectives

Exempt Offering Framework Amendments

On November 2, 2020, the U.S. Securities and Exchange Commission (SEC) voted to adopt amendments proposed in March 2020 that harmonize and modernize the exempt offering framework (referred to as the Amendments). As with...more

Mayer Brown Free Writings + Perspectives

SEC Adopts Changes to Exempt Offering Framework

Yesterday, November 2, 2020, the Securities and Exchange Commission (SEC) voted to adopt amendments proposed in March 2020 that harmonize and modernize the exempt offering framework.  Predictably, the SEC Commissioners were...more

Farrell Fritz, P.C.

Private Market Investing Not Just for the Wealthy Anymore?

Farrell Fritz, P.C. on

The Securities Exchange Commission expanded the definition of “accredited investor” by adding new categories of investors that have sufficient investment knowledge and expertise to participate in private investment...more

Mayer Brown Free Writings + Perspectives

House Funding Bill Would Purport to Limit SEC Actions on Exempt Offerings

Late last week, the House Appropriations Committee approved a bill that addresses the budgets for among other agencies, the Securities and Exchange Commission.  While the bill would authorize an increase in the SEC budget for...more

Farrell Fritz, P.C.

Proposed Expansion of “Accredited Investor” Definition Would Benefit Issuers and Investors

Farrell Fritz, P.C. on

The Securities and Exchange Commission is proposing to expand the definition of “accredited investor” to include additional entities that could bear the economic risks of investment and certain financially sophisticated...more

Herbert Smith Freehills Kramer

SEC’s Proposed Changes to “Accredited Investor” and “Qualified Institutional Buyer” Definitions

On Dec. 18, 2019, the Securities and Exchange Commission (SEC) proposed changes to the definition of “accredited investor” under Regulation D to broaden the definition and identify more effectively the pool of investors that...more

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