Doug Cornelius on compliance for private equity real estate
The Securities and Exchange Commission brought charges against three firms for failing to file Form D on time. Under Rule 503 of Regulation D, an issuer offering or selling securities in reliance on Rule 504 or 506 must file a notice of sales on Form D with the SEC no later than 15 calendar days … Read more »
One of the current issues around a fund manager or company from using advertising as part of its private placement fundraising is the proposed changes to filing requirements for Form D. Few people I have spoken with actually want to use general solicitation like bulk emails, newspaper ads, or web ads. But they do want … Read more »
The Securities and Exchange Commission’s new Rule 506(c) goes into effect today, lifting the ban on general solicitation and advertising. Fund managers, start-ups, and established companies can make public, their private placements of securities. That is both a good thing and a bad thing. It’s good because start-ups can now pitch their products to potential … Read more »
On Wednesday, the Securities and Exchange Commission adopted a new rule that will allow private funds to advertise. (Perhaps “private fund” is not the right label anymore.) Of course it’s not as simple as merely removing the word “not” and allowing public advertising of private placements. The new rule creates a new option. It creates … Read more »
I’m not planning to run late night ads for a latest security offering. But what could the Securities and Exchange Commission do about it? Keith Bishop asks: Can the SEC really create illegal actions by its own failures to comply with the law? Last year’s JOBS Act contained an explicit mandate with an explicit time … Read more »
UPDATE: The SEC will wait a week. A new meeting has been scheduled for August 29. At today’s meeting the Securities and Exchange Commission is set to consider a rule on lifting its longstanding ban on general solicitation and advertising for privately-issued securities. Item 3: The Commission will consider rules to eliminate the prohibition against … Read more »
Section 201 of the recently passed Jumpstart Our Business Startups Act will change the advertising limits on private funds and any other company that raises capital through the private placement safe harbor in Rule 506 of Regulation D. That rule has historically prevented the use of general solicitation and advertising in selling private fund interests. … Read more »
The House of Representatives recently voted to pass The Jumpstart Our Business Startups (JOBS) Act (H.R. 3606), a collection of several bills focused on barriers to capital formation. I’m focused on the bill because of mostly because of the Access to Capital for Job Creators section that would override the ban on general solicitation and … Read more »
There seems to be some momentum for changes to the Regulation D’s prohibition on advertising a private fund offering. The Managed Funds Association has asked the SEC to start a rulemaking and one of the SEC’s new advisory committees has also recommended a change. The SEC’s new Advisory Committee on Small and Emerging Companies approved … Read more »
From a securities compliance perspective, when you see an advertisement or an email seeking capital for an investment opportunity there is most likely a problem. Now there is a bill in Congress that would change that view. When selling a security, you need to register the security or find an appropriate exemption from registration. Most … Read more »