Analysis of New Reg D End of Solicitation Ban Rules: Part I

With unusual speed, the SEC released its proposed rules on ending the ban on general solicitation and advertising in Regulation D Rule 506 offerings to accredited investors yesterday, the same day as the SEC hearing on the subject. I have scoured pretty much all of it and thought I would jot down some highlights of ...

Flash: SEC Proposes Rules to Eliminate General Solicitation Ban in Reg D

The SEC has just finished an open hearing that yours truly visited by webcast. They proposed rules to eliminate the ban on general solicitation and advertising in Regulation D Rule 506 offerings so long as all investors are “accredited,” as required by the Jumpstart our Business Startups (JOBS) Act. We won’t have the printed rule for ...

Rodman Ends Deal to Buy OTCBB

We learn from this week’s DealFlow Report that the parent company of Rodman & Renshaw, now called Direct Markets Holdings, ended its agreement to buy key assets of the OTC Bulletin Board from the Financial Industry Regulatory Authority (FINRA). Disclaimer: Rodman has been a client of our firm. Direct Markets is evolving itself into a company ...

SEC Postpones Consideration of Reg D General Solicitation Rules

Yesterday, the SEC announced that today’s open hearing of the Commission will not, as anticipated, include consideration of rules to eliminate the ban on general solicitation and advertising in Regulation D Rule 506 offerings. They have now scheduled that for an open meeting next week, on August 29. The SSEC is required under the Jumpstart ...

The (Good?) Old Days- Part V: Political Correctness

One of those emails that goes around says, “If you remember this stuff you were raised in the 1930s to the 1970s..” One that always sticks out to me: “Little league had tryouts and not everyone made the team. Those who didn’t had to deal with disappointment. Imagine that!” I’m all for, as an example, ...

SEC Taking Up Reg D End of Ban on General Solicitation Next Week

The SEC’s published agenda for its August 22, 2012 open meeting includes, as item 3, the following: Item 3: The Commission will consider rules to eliminate the prohibition against general solicitation and general advertising in securities offerings conducted pursuant to Rule 506 of Regulation D under the Securities Act and Rule 144A under the Securities ...

Entrepreneur’s Tip of the Week: Get Your Financing Right

Most growing businesses need to raise outside capital to fuel that growth. Sometimes it comes from friends and family, sometimes angel or venture capital investors, other times from private equity investors or banks. Public companies seek public offerings or private investments in public equity (PIPEs). Some are lucky enough to “bootstrap” existing cash flow to ...

The (Good?) Old Days – Part IV – Cable News

While not as dramatic a change as the PDA, the Internet and computer technology, the advent of 24-hour cable TV news stations ushered in significant changes in so much in our society. CNN launched in 1980 and only available on cable. Why does that matter? Because in 1980 many people did not have cable TV, ...

Flash: SEC Brings $6MM Fraud Claim vs. “Footnote 32″ Shell Operators 2

In what I believe is the first real case of its kind, the SEC has brought an enforcement case against six individuals, claiming that they created 15 bogus shell companies between 2006 and 2011 and earned $6 million in the process. In its press release, the SEC said the team set up companies pretending to be ...

Reg D Proposals Soon?

As we know, the Jumpstart Our Business Startups (JOBS) Act requires the SEC to promulgate new rules to eliminate the ban on general solicitation and advertising in Regulation D private offerings, so long as only accredited investors ultimately purchase in the offering. This is a very dramatic change and has the potential to usher in a ...