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SEC issues guidance on Rule 144A and Rule 506 offerings regarding general solicitation and general advertising and other aspects of the amended rules

Stuart Gelfond (Partner at Fried, Frank, Harris, Shriver & Jacobson LLP, New York, New York, USA)
Joshua Coleman (Partner at Fried, Frank, Harris, Shriver & Jacobson LLP, London, UK)
Kaihli Ross (Associate at Fried, Frank, Harris, Shriver & Jacobson LLP, Washington, DC, USA)

Journal of Investment Compliance

ISSN: 1528-5812

Article publication date: 27 February 2014

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Abstract

Purpose

To explain the SEC's new Compliance and Disclosure Interpretations (“CDIs”) relating to the recently adopted amendments to Rule 144A and Rule 506, which permitted general solicitation and general advertising (“general solicitation”) in all Rule 144A offerings and select Regulation D offerings under Rule 506.

Design/methodology/approach

The article summarizes amended rules and recently issued CDIs, while also explaining some of their implications.

Findings

The new CDIs provide a number of helpful clarifications and confirmations on aspects of the amended rules relating to general solicitation, transitioning between different types of Rule 506 offerings and investor verification under Rule 506(c).

Originality/value

Practical summary of recent SEC guidance with explanation from seasoned corporate securities attorneys.

Keywords

Acknowledgements

© 2014 Fried, Frank, Harris, Shriver & Jacobson LLPEditor's note: This article is not intended to provide legal advice, and no legal or business decision should be based on its contents.

Citation

Gelfond, S., Coleman, J. and Ross, K. (2014), "SEC issues guidance on Rule 144A and Rule 506 offerings regarding general solicitation and general advertising and other aspects of the amended rules", Journal of Investment Compliance, Vol. 15 No. 1, pp. 58-61. https://doi.org/10.1108/JOIC-01-2014-0001

Publisher

:

Emerald Group Publishing Limited

Copyright © 2014, Authors