On July 10, 2013, the Securities and Exchange Commission (the “SEC”) adopted final rules lifting the ban on general solicitation and general advertising for some private offerings under Rule 144A and 506 under the Securities Act of 1933, as amended (the “Securities Act”), as contemplated by the JOBS Act. Additionally, the SEC unanimously adopted a final rule implementing Section 926 of the Dodd Frank Act to disqualify an issuer from relying on Rule 506 for an offering if certain felons or “bad actors” are involved on behalf of the issuer (including as directors and officers).

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