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SEC Adopts JOBS Act Rules and Issues Additional Final and Proposed Rules Related to Regulation D Offerings

July 15, 2013 |


Investment Management Alert


In an open meeting on July 10, 2013, the Securities and Exchange Commission (SEC) issued final and proposed rules relating to offerings exempt from registration under the Securities Act of 1933 (Securities Act). The open meeting was split into three parts:

  1. Discussion of final rules required by the Jumpstart Our Business Startups Act (the JOBS Act) eliminating the prohibition on general solicitation and advertising for offerings made under Rule 506 of Regulation D (Reg D) of the Securities Act and Rule 144A of the Securities Act (the Final JOBS Act Rules)[1]. The vast majority of the discussion of the Final JOBS Act Rules related to the new Rule 506(c) of Reg D;
  2. Discussion of new Rule 506(d) as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) to disqualify certain felons and other “bad actors” from making offerings under Rule 506 of Reg D[2]; and
  3. Discussion of proposed rules amending Reg D, Form D and Securities Act Rule 156 (Rule 156) intended to enhance the SEC’s ability to evaluate issuers’ practices in Rule 506 offerings after the JOBS Act changes are effective (the Proposed Rules)[3].

The Final JOBS Act Rules passed by a vote of 4-1; Rule 506(d) passed by a 5-0 vote and the vote to issue the Proposed Rules passed by a 3-2 vote.

Read full article at: http://www.drinkerbiddle.com/resources/publications/2013/SEC-Adopts-JOBS-Act-Rules-and-Issues-Additional-Final-and-Proposed-Rules-Related-to-Regulation-D-Offerings-