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SEC Proposes JOBS Act General Solicitation of Securities
Offerings Rules
On Wednesday, August 29, 2012, the Securities and Exchange
Commission (the "SEC") proposed amendments to Rule 506 of
Regulation D and Rule 144A under the Securities Act of 1933
pursuant to Section 201(a) of the Jumpstart Our Business Startups
Act. The proposed amendment to Rule 506 would provide that
the prohibition against general solicitation and general
advertising contained in Rule 502(c) of Regulation D would not
apply to offers and sales of securities made pursuant to Rule 506,
provided that all purchasers of the securities are accredited
investors. The proposed amendment to Rule 506 would also
require that, in Rule 506 offerings that use general solicitation
or general advertising, the issuer take reasonable steps to verify
that purchasers of the securities are accredited investors.
The proposed amendment to Rule 144A(d)(1) would provide that
securities may be offered pursuant to Rule 144A to persons other
than qualified institutional buyers, provided that the securities
are sold only to persons that the seller and any person acting on
behalf of the seller reasonably believe are qualified institutional
buyers. The SEC is also proposing to revise Form D to add a
separate check box for issuers to indicate whether they are using
general solicitation or general advertising in a Rule 506
offering.
CFTC Adopts Rules on Swap Confirmation, Processing, Netting,
Documentation, and Valuation
On Tuesday, September 11, 2012, the Commodity Futures Trading
Commission adopted new rules to implement certain provisions of
Title VII of the Dodd-Frank Wall Street Reform and Consumer
Protection Act (the "Dodd-Frank Act"). Section 731
of the Dodd-Frank Act added a new section 4s(i) to the Commodity
Exchange Act, which requires the Commission to prescribe standards
for swap dealers and major swap participants related to the timely
and accurate confirmation, processing, netting, documentation, and
valuation of swaps. The new rules set forth requirements for
swap confirmation, portfolio reconciliation, portfolio compression,
and swap trading relationship documentation for swap dealers and
major swap participants.
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