Press Release August 15, 2013

Briefing: Goodwin Analyzes SEC Decision to Lift Ban on General Solicitation

In two recent alerts to clients, Goodwin Procter attorneys discussed the impact of the recent SEC decision to lift the ban on general solicitation as it relates to companies and investment firms. A brief overview for each alert, as well as a link to the complete alert text, can be found below. In addition, Goodwin hosted a webinar addressing how the decision will impact venture capital funds, investment managers, entrepreneurs seeking start-up capital, managers of private and public operating companies, and operators of web-based company/investor matching services. A video recording of the panel discussion can be viewed below.

SEC Votes to Lift Ban on General Solicitation in Certain Private Placements: Key Considerations for Private Fund Managers
Speed Read

On July 10, 2013, the SEC voted to adopt a previously proposed rule that will lift the ban on general solicitation in certain types of private securities offerings, including many offerings of interests in venture capital, private equity, real estate, hedge and other types of private investment funds. It is expected that the new rule will materially change the fundraising landscape for the private fund industry and will facilitate use of the Internet and traditional press as means of communicating information about offerings of fund interests.

The SEC also voted to adopt rules that prohibit private placements by certain "bad actors" and propose for public comment a variety of rules that would limit opportunities for abuse of the new rule and enhance the ability of SEC staff to monitor activities pursuant to, and compliance with, the new rule.

To read the complete alert, click here.

SEC Adopts Rules to Lift Ban on General Solicitation and Disqualify Offerings Involving “Bad Actors” and Proposes New Amendments to Regulation D
Speed Read

On July 10, 2013 the SEC adopted rules eliminating the ban on general solicitation in private securities offerings conducted pursuant to Rule 506 of Regulation D under the Securities Act. The SEC also adopted rules disqualifying securities offerings involving “bad actors” from relying on Rule 506 and proposed a number of Regulation D amendments to allow it to address concerns that may arise in connection with the lifting of the solicitation ban. This alert analyzes these new and proposed rules and their implications for securities offerings and issuers.

To read the complete client alert, click here.

Webcast Replay

Click here to access a PDF of the webcast PowerPoint presentation.