As we previously reported, the JOBS Act, adopted by Congress in
April, required the Securities and Exchange Commission to publish
rules by July 4, 2012, that would lift the prohibition on general
solicitation and advertising in Regulation D offerings when sold
only to accredited investors.
On Thursday, June 28, 2012, SEC chairman Mary Schapiro testified
before a U.S. House Subcommittee that the SEC will miss that
Chairman Schapiro said in her published statement that the time
limits imposed by the JOBS Act are "not achievable. Here, the
90 day deadline does not provide a realistic time frame for the
drafting of the new rules, the preparation of an accompanying
economic analysis, the proper review by the Commission, and an
opportunity for public input." She said that the SEC staff,
which has formed several committees to address the JOBS Act
mandates, has made "significant progress on a recommendation
and economic analysis," and she expressed the belief that the
Commission would "be in a position to act on a staff proposal
in the very near future."
On Monday, July 2, 2012, the SEC published a Sunshine Act notice
announcing that on August 22, 2012, it will hold
an open meeting to consider rules to eliminate the prohibition
against general solicitation and advertising in securities
offerings conducted under Regulation D, Rule 506, and Rule 144A, as
mandated by the JOBS Act.
For a text version of Ms. Schapiro's written statement,
please click here.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
To print this article, all you need is to be registered on Mondaq.com.
Click to Login as an existing user or Register so you can print this article.
Doing business in New York can be performed through a number of legal structures ranging from sole proprietorships to corporations. This advisory provides basic information on the different legal forms and the services that can be offered by Murray LLP for your business.
The Jumpstart Our Business Startups Act of 2012 requires that the SEC amend Rule 506 of Regulation D to permit general solicitation and advertising in private placements as long as all purchasers are accredited investors.
In New York one of the most common forms of entity for operating a business is a Limited Liability Company (commonly known as an LLC). Depending on the circumstances it may be an appropriate entity to choose when establishing a business or other undertaking in New York State.
A recent federal appeals court decision addressing pleading standards for shareholder suits under Section 11 of the Securities Act of 1933, as amended, highlights the potential dangers of giving broad assurances of legal compliance in registration statements.
The Internal Revenue Service recently issued its Final Report on the Colleges and Universities Compliance Project, marking the conclusion of a five-year study of one of the largest segments of the nonprofit sector.
You can protect the value of your privately-held company by working with your lawyer to make strategic business and legal decisions and by ensuring that your legal documents are consistent in implementing those decisions.