On July 3, 2013 the SEC posted a Sunshine Act Notice announcing an open meeting on July 10, 2013. At the open meeting, the SEC intends to consider the following matters:
- whether to adopt amendments to eliminate the prohibition against general solicitation and general advertising in certain securities offerings conducted pursuant to Rule 506 of Regulation D under the Securities Act and Rule 144A under the Securities Act, as mandated by Section 201(a) of the JOBS Act;
- whether to propose amendments to Regulation D, Form D and Rule 156 under the Securities Act - these proposed amendments are intended to enhance the Commission's ability to evaluate changes in the market and to address the development of practices in Rule 506 offerings; and
- whether to adopt amendments to disqualify securities offerings involving certain "felons and other 'bad actors'" from reliance on the exemption from Securities Act registration pursuant to Rule 506 as mandated by Section 926 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.
As expected, the Commission will consider adopting the Rule 506 "bad actor" disqualification provisions mandated by the Dodd-Frank Act at the same time it adopts rules to eliminate the prohibition on general solicitation and general advertising in Rule 506 offerings. Notably, the SEC is not considering re-proposals of either the Title II rule changes or the "bad actor" provisions.
Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.
© Morrison & Foerster LLP. All rights reserved