Advertised Private Placements Under Rule 506(c): Current Status, Public Comment on Proposed Investor Protections

Current Status, Public Comment on Proposed Investor Protections

November 12, 2014

In July 2013, the SEC proposed significant changes affecting private offerings under Rule 506 of Regulation D, the most frequently used exemption from the registration requirements. The proposed rule changes are directly related to final rule amendments allowing advertised private placements under Rule 506. As is explained in our article, many people believe that the failure of the SEC to take action on these proposals, one way or the other, is discouraging the use of advertised private placements.

If adopted, these proposed changes will impact all offerings made under Rule 506, not just offerings made under the new advertised private placement rule. The proposals would change the filing requirements and content of Form D, provide a one-year disqualification penalty for failure to file a required Form D and require several actions relating to materials used in advertised private placements.

The proposed rule changes are extremely controversial, and the SEC has received a large number of comments concerning them. State securities regulators, investor advocates and some members of Congress strongly support them. Industry participants, start-up sponsors, their representatives and other members of Congress vehemently oppose them. This article explains these proposed changes and the comments the SEC has received concerning them.

To read the full text of the article, which discusses the rules and comments in full, click here.