This outline reviews the SEC’s interpretations that relate to the integration of private and public offerings and the challenges they present for the capital formation process. The outline also describes current policies of the SEC staff that affect so-called “PIPE” offerings and “private equity lines.”
Read MoreThe Securities and Exchange Commission on November 2, 2020, by a 3 to 2 vote, adopted significant changes to the rules governing capital raising through private offerings and other offerings exempt from registration under the Securities Act of 1933. (See the adopting release here.) These changes are designed “to harmonize, simplify, and improve … the exempt offering framework” and “to promote capital formation and expand investment opportunities while preserving and improving important investor protections,” and include reducing the friction between different offerings under integration principles. The new rules are effective 60 days after publication in the Federal Register.
Read MoreThe Securities and Exchange Commission on March 5, 2020 proposed sweeping changes to the rules governing capital raising through private offerings and other offerings exempt from registration under the Securities Act. If adopted, these amendments, along with the previously proposed expanded definition of “accredited investor,” will be the most significant changes in the regulation of exempt offerings in many years, expanding opportunities for capital raising without registration.
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