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SEC Adopts Rules under Title II of JOBS Act

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The SEC yesterday adopted proposed rules that would implement Title II of the JOBS Act and implement significant changes in the way entrepreneurs and small businesses raise capital in private equity transactions. (Prior post)

Among other things the new rules:

  • Lift the ban on general solicitation of investors in Regulation D offerings;
  • Modify the rules regarding when amendments must be filed to an issuer's Form D information statement;
  • Require written general solicitation materials used in a Rule 506(c) offering to include certain legends and other disclosures;
  • Require the submission of written general solicitation materials used in Rule 506(c) offerings to the SEC; and
  • Adopt "bad boy" disqualification rules that would bar an issuer from relying on Rule 506 for one year if the issuer, or any predecessor or affiliate of the issuer, did not comply with the Form D filing requirements in a Rule 506 offering during the preceding five years.

Practitioners are still digesting the SEC's 185-page document but this appears to presage the SEC's action on crowdfunding and other changes involving private equity under the JOBS Act.

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Rafael Mangual
Project Manager,
Legal Policy

Manhattan Institute


Published by the Manhattan Institute

The Manhattan Insitute's Center for Legal Policy.