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SEC re-opens comment period for proposal on general solicitations

  • SEC (US Securities and Exchange Commission) Image

Sep 27, 2013

The SEC has re-opened the comment period on its proposed amendments to Regulation D, Form D, and Rule 156 that are "intended to enhance the Commission’s ability to evaluate the development of market practices in Rule 506 offerings and to address concerns that may arise in connection with permitting issuers to engage in general solicitation and general advertising under new paragraph (c) of Rule 506."

The new proposal (Release No. 33-9458) re-opens the comment deadline for the SEC proposal issued on July 10, 2013 (Release No. 33-9416). The original proposal was issued in conjunction with the SEC's final rules (Release Nos. 33-9414 and 33-9415) to allow entities to use general solicitation and advertisements to market their securities. The original proposal contains amendments to Form D to require more information on Rule 506 offerings and notes the following benefits of the proposed amendments:

This information would enhance the ability of the Commission to evaluate the use of Rule 506(c) by requiring information in Form D on the types of investors that participate in Rule 506(c) offerings, the issuer’s plans to engage in general solicitation and methods used to satisfy the verification requirement in Rule 506(c). This information may also be useful to investors seeking to learn more about an offering being conducted pursuant to Rule 506(c) or about the types of issuers conducting these offerings. Finally, this information may be useful in facilitating enforcement efforts should any fraud or other securities law violations occur in these offerings.

The new comment deadline is November 4, 2013. The proposed and final rules are available on the SEC's website:

Correction list for hyphenation

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