Pillsbury Winthrop Shaw Pittman

Looking forward: practical implications of the JOBS Act changes to private placements

By Robert B Robbins

Two key features of the JOBS Act — general solicitation in Rule 506 offerings and the increased thresholds at which an issuer will be required to register a class of securities under the Securities Exchange Act of 1934 — when combined with certain advantages already enjoyed by issuers in Rule 506 offerings will open up an entirely new category of ‘publicly offered private offerings’ that are largely exempt from substantive regulation at either the federal or state level, by issuers that will be able to avoid becoming public companies, for practical purposes, as long as they wish.

Given the high costs and liability risks of operating as a publicly reporting company in the US, and the great advantages of being a Rule 506 issuer, this is a category that could prove to be very large and very varied.

Rule 506 is the exemption used for more than 90 per cent of all exempt offerings in the US, and more than 90 per cent of all exempt offerings already are limited to accredited investors. Rule 506, as it had existed until the recent amendments, permitted private placements to be sold in unlimited offering amounts, to an unlimited number of purchasers (subject to the need for 1934 act registration when an issuer has 500 holders of record), so long as all of the purchasers are accredited investors and there was no use of general solicitation or public advertising…

If you are registered and logged in to the site, click on the link below to read the rest of the Pillsbury briefing. If not, please register or sign in with your details below.

Sign in or Register to continue reading this article

Sign in


It's quick, easy and free!

It takes just 5 minutes to register. Answer a few simple questions and once completed you’ll have instant access.

Register now

Why register to The Lawyer


Industry insight

In-depth, expert analysis into the stories behind the headlines from our leading team of journalists.


Market intelligence

Identify the major players and business opportunities within a particular region through our series of free, special reports.


Email newsletters

Receive your pick of The Lawyer's daily and weekly email newsletters, tailored by practice area, region and job function.

More relevant to you

To continue providing the best analysis, insight and news across the legal market we are collecting some information about who you are, what you do and where you work to improve The Lawyer and make it more relevant to you.


Tower 42, Level 23
25 Old Broad Street