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SEC Extends Deadline for Comments on Form D Amendments

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Citing a "large amount of public interest" the SEC has extended the comment period by an additional thirty days (counting from the date the notice of the extension is published in the federal register).

Publication in the federal register generally takes a few business days, so the extended comment period will probably run until sometime in early November.

An informal survey of the comments submitted so far can be summarized as "339 opposed, 9 in favor and 30 irrelevant or incomprehensible."

The extended comment period (probably intended to buy the SEC more time to figure what to do with the mess it has created) will unfortunately tend to increase the confusion already present in the market place. For those keeping score, there were three related releases on July 23rd, two became effective on September 23rd and the third (regarding amendments to Form D) has had its comment period extended. So, if you are an issuer engaged in a Rule 506 offering you need to think through the decision to stay private (Rule 506(b)) or engage in public solicitations (Rule 506(c)).

If you opt for public solicitations, you should expect that the SEC is going to require you to do something on your Form D, but, because those rules are not yet adopted, we can't know for certain what that will be.

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Isaac Gorodetski
Project Manager,
Center for Legal Policy at the
Manhattan Institute
igorodetski@manhattan-institute.org

Katherine Lazarski
Press Officer,
Manhattan Institute
klazarski@manhattan-institute.org

 

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The Manhattan Insitute's Center for Legal Policy.