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Securities Regulation Private Placements

Goodwin

PISCES 101 - The Private Intermittent Securities and Capital Exchange System: What you need to know about the world’s first...

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What is PISCES?  The Private Intermittent Securities and Capital Exchange System (PISCES) is a UK government–backed initiative designed to enable private companies to offer and trade their existing shares in a controlled,...more

Alston & Bird

FINRA Delays Implementation Date for Previously Adopted Changes to Filing Fees for Public Offering and Private Placement Reviews

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New fees from the Financial Industry Regulatory Authority (FINRA) are now on hold until 2027. Our Investment Funds Team examines the new schedule for public offering and private placement reviews....more

Dorsey & Whitney LLP

EDGAR Next Mandatory Compliance Deadline Is Quickly Approaching

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The September 12, 2025 deadline for EDGAR filers to complete their enrollment in the EDGAR system’s new login, password, and access protocols (these updates being referred to as “EDGAR Next”) is fast approaching.  ...more

Gordon Rees Scully Mansukhani

SEC No-Action Letter and Compliance Guidance Establish New Accredited Investor Verification Standard

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

Bradley Arant Boult Cummings LLP

SEC Issues Guidance on Accredited Investor Verification

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

Oberheiden P.C.

FAQs: 144A Resales vs. Regulation D Private Placements

Oberheiden P.C. on

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

Oberheiden P.C.

FAQs About Private Placement Bonds

Oberheiden P.C. on

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

Oberheiden P.C.

Private Placement Debt Offerings: An Ultimate Guide

Oberheiden P.C. on

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

Oberheiden P.C.

Frequently Asked Questions About Regulation D Private Placements

Oberheiden P.C. on

Federal Securities Lawyer and Founding Attorney of Oberheiden P.C., Dr. Nick Oberheiden, answers FAQs about private placements under Regulation D....more

Dorsey & Whitney LLP

EDGAR Next is Live - What Canadian Issuers Need to Know

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The SEC has updated the EDGAR system’s login, password, and access protocols which will affect Canadian SEC reporting companies and other individuals and entities with EDGAR filing codes, including non-reporting companies...more

DarrowEverett LLP

Private Placements in South Carolina: A Primer on Federal and State Securities Registration

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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

Proskauer Rose LLP

SEC Eases Verification Burdens in Rule 506(c) Offerings

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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

Foley & Lardner LLP

No Action Letter – Regulation D Rule 506(c)

Foley & Lardner LLP on

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

Tannenbaum Helpern Syracuse & Hirschtritt LLP

SEC Resolves Uncertainty around Verification Requirement for Private Offerings under Rule 506(c)

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

Latham & Watkins LLP

FAQs on the Latham Letter for Exempt Offerings with General Solicitation Under Rule 506(c)

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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

Oberheiden P.C.

Section 4(a)(2): Private Placement Ultimate Guide

Oberheiden P.C. on

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

Oberheiden P.C.

10 Keys to Selecting the Best Private Placement Attorney

Oberheiden P.C. on

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

Davies Ward Phillips & Vineberg LLP

Making a Profit Is Not Illegal: Capital Markets Tribunal Dismisses Enforcement Proceedings Finding Borrowed Free Trading Shares...

The Ontario Capital Markets Tribunal (Tribunal) recently dismissed enforcement proceedings brought against several respondents by the Ontario Securities Commission (Commission) in Cormark Securities Inc (Re). The Commission...more

DLA Piper

Argentina Regulates Framework for Private Placements

DLA Piper on

On September 18, 2024, the Argentine Securities and Exchange Commission (CNV) issued Resolution No. 1016 (the Resolution), which regulates the country’s framework for the private placement of securities and cross-border...more

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2024 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

BCLP

Private Placement Investors Caught in Section 16(B) Web Because Coordinated Actions Created Potential for Inference of 13(D)...

BCLP on

A judge in the Southern District Court of New York recently denied a motion to dismiss filed by institutional investors in Augenbaum v. Anson Investments Master Fund LP, et al., finding that their coordinated behavior in a...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 - 2023 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

Woods Rogers

Real Estate Syndications: Legal Considerations for Syndicators (and Investors)

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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

Stikeman Elliott LLP

CSA Announce Temporary SEDAR+ Filing Exemption for Foreign Issuer Private Placements

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On July 20, 2023, the Canadian Securities Administrators (“CSA”) announced a  temporary exemption (the “Exemption”) from the requirements to transmit a Form 45-106F1 Report of Exempt Distribution (“Report of Exempt...more

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