Topic: Private Placements

SEC Proposes Sweeping Changes for Exempt Offerings

The 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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SEC Proposes to Broaden and Update Accredited Investor Definition

On December 18, 2019, the Securities and Exchange Commission, on a 3 to 2 vote, proposed ‎amendments to the definition of “accredited investor” in order to update that definition and ‎expand the investors that would qualify as accredited investors able to participate in private ‎offerings.‎ ‎ The definition of “accredited investor” is important principally for determining who ‎can invest in private offerings under Rule 506(b) without limitation as to number and without ‎any information required as a condition of the exemption and as to who is eligible to invest in an ‎offering with general solicitation under Rule 506(c).‎

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NASDAQ’s New 20% Rule for Private Offerings

On September 26, 2018, the Securities and Exchange Commission approved amendments (the “Amendments”) to NASDAQ Rule 5635(d) (commonly referred to as the “20% Rule”).  The purpose of the 20% Rule is to protect an issuer’s existing public shareholders against a significantly dilutive private offering by giving the shareholders an opportunity to vote on the offering and/or sell their stock prior to its consummation.

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