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general solicitation Archives - Regulation D and PPM Lawyers

Companies seeking to raise capital – whether through selling equity, convertible notes, or any other security – in the United States must navigate a complex landscape of securities laws and regulations. They are subject not only to federal regulations, but also the laws of each state in which an investor (or soon-to-be investor) resides. The

On August 6, 2015, the SEC’s Division of Corporation Finance (“DCF”) updated its Compliance and Disclosure Interpretations (“CDI”) with eleven new CDI on general solicitation and advertising in Regulation D offerings. That same day, the DCF also issued a no-action letter finding that an online venture capital firm’s procedures for creating online pre-existing substantial relationships

By: William Kelly, Esq. Startups and mature companies frequently turn to third parties – such as friends or former colleagues – to identify and negotiate with investors. These third parties often seek compensation for their efforts. This arrangement can have consequences for all involved parties, as the intermediary may in fact be acting as a

On Wednesday March 25th, 2015, the Securities & Exchange Commission (SEC) unanimously adopted amendments to Regulation A. Due to its low dollar threshold and failure to preempt state blue sky laws, Regulation A has heretofore been a little utilized exemption from registration for certain smaller offerings by private companies. The amendments, mandated by Title IV

With 506(c) and a variety of other major securities overhauls, the U.S. Securities and Exchange Commission (SEC) has loosened many of the most restrictive regulations addressing Regulation D private placement offerings. Now more than ever, private securities from private issuers will be making their way to the portfolios of individual and institutional investors alike. And

With private placement clients I often get the question “Why Can’t I get non-accredited investors into my Rule 506(b) round, when the rule gives me the right  to have up to 35 non-accredited investors?” Yes, it’s true. Rule 506(b) says you can have up to 35 non-accredited investors.   However, the devil is always lurking in

With the creation of new Rule 506(c) under the JOBS Act, private placement issuers are now authorized to leverage general solicitation, provided they verify that each purchaser in the offering is an accredited investor.  In theory, this is a very powerful concept, however there is still some confusion as to how that verification standard works

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