Law Blog Tag: rule 504

Multiple Changes To Private Offering Compliance And Disclosure Interpretations (C&DI)

January 23, 2018 in C&DI, Regulation D, SEC

The SEC has been fine-tuning its Compliance and Disclosure Interpretations (C&DI), making multiple amendments, additions and deletions on September 20, 2017. The SEC made revisions to reflect changes to Rules 147 and 504, the repeal of Rule 505, as well as numerous non-substantive revisions throughout the C&DI to update for current rules and statutory references. Read the full article…

SEC Modernizes Intrastate Crowdfunding; Amending Rules 147 And 504; Creating New Rule 147A

On October 26, 2016, the SEC passed new rules to modernize intrastate and regional securities offerings. The final new rules amend Rule 147 to reform the rules and allow companies to continue to offer securities under Section 3(a)(11) of the Securities Act of 1933 (“Securities Act”). In addition, the SEC has created a new Rule Read the full article…

SEC Proposes Amendments Related To Intrastate And Regional Securities Offerings- Part II- Rules 504 And 505

SEC Proposes Amendments Related To Intrastate And Regional Securities Offerings- Part 1

Understanding The NSMIA And Navigating State Blue Sky Laws- Part II

SEC Proposes Rules for Regulation A+

More Information on Crowdfunding Requirements for Issuers

On April 5, 2012 President Obama signed the JOBS Act into law. Part of the JOBS Act is the Crowdfunding Act, the full title of which is the “Capital Raising Online While Deterring Fraud and Unethical Non-Disclosure Act of 2012”. The Crowdfunding Act, creates a new exemption to the registration requirements under a newly designated Section 4(6) of the Securities Act of 1933, as amended.

Direct Public Offerings And The Internet

In today’s financial environment, many Issuers are choosing to self underwrite their public offerings, commonly referred to as a Direct Public Offering (DPO). Moreover, as almost all potential investors have computers, many Issuers are choosing to utilize the Internet for such DPO’s. The Securities and Exchange Commission (SEC) has published rules for utilizing the internet for an offering.

Regulation A – An Exemption By Any Other Name Is A Short Form Registration

May 12, 2010 in Regulation A, Rule 134, Rule 504

Although Regulation A is legally an exemption from the registration requirements contained in Section 5 of the Securities Act of 1933, as a practical matter it is more analogous to registration than any other exemption. In particular, Regulation A provides for the filing of an offering prospectus which closely resembles a registration statement, with the Securities and Exchange Commission (“SEC”). The SEC then can, and often does, comment on the filing. Practitioners often refer to Regulation A as a short form registration.

Section 4(6) Registration Exemption for Accredited Investors

January 28, 2010 in Securities Attorneys

Section 4(6) provides a registration exemption for offerings to accredited
investors, if the aggregate offering amounts up to the dollar limit of
Section 3(b) (currently $5,000,000), if there is no advertising or public
solicitation in connection with the transaction by the Issuer or anyone
acting on the Issuer’s behalf.

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