Alert July 09, 2013

July 10 SEC Meeting Agenda Includes Action on Proposed Rule Changes Implementing JOBS Act Mandate to Remove General Solicitation Prohibition for Rule 506 and Rule 144A Offerings

The SEC’s proposed agenda for its July 10, 2013 meeting includes final action on proposed amendments to eliminate the general solicitation/advertising prohibitions in Regulation D and Rule 144A under the Securities Act of 1933, as mandated by the Dodd-Frank Act.  The proposed amendments were discussed in the September 4, 2012 Financial Services Alert.  The agenda also includes consideration of whether to (1) issue a proposal to amend Regulation D, Form D, and Rule 156 under the Securities Act to facilitate SEC monitoring of changes in offering practices under the Rule 506 registration exemption in Regulation D and (2) adopt final rule amendments that would foreclose reliance on the Rule 506 exemption for a securities offering involving certain “bad actors,” as mandated by the Dodd- Frank Act.  The SEC’s proposal relating to “bad actor” disqualification under Rule 506 was discussed in the May 31, 2011 Financial Services Alert.  The meeting, which is scheduled for 10 a.m. Washington, DC time, will be webcast here.