US SEC adopts final amendments to permit general solicitation or general advertising in private placement transactions under Rule 506 and Rule 144A

On 5 April 2012, president Barack Obama signed into law the US Jumpstart Our Business Startups Act (JOBS Act). The JOBS Act was intended to facilitate capital-raising activities by easing the securities law burdens to which growing private companies and smaller US public companies are subject. The JOBS Act amended certain provisions of the US Securities Act of 1933, as amended, and directed the US Securities and Exchange Commission (SEC) to revise its rules under the Securities Act to give effect to the JOBS Act.

On 10 July 2013, the SEC held an open meeting at which it adopted amendments to implement Section 201(a) of the JOBS Act relating to the use of ‘general solicitation or general advertising’ in certain US private placement transactions. The amendments are set forth in SEC Release No. 33-9415. In a separate release, the SEC also adopted amendments disqualifying securities offerings involving certain ‘felons and other bad actors’ from reliance on Rule 506 of Regulation D under the Securities Act. The amendments are set forth in SEC Release No. 33-9414.

The amendments will become effective 60 days after publication of the respective releases in the US Federal Register, likely in mid-September…

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