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SEC Adopts Significant Amendments to Private Placement Rules: JOBS Act Rules Eliminate Ban on General Solicitation and Dodd-Frank Mandate Disqualifies Bad Actors

by Cadwalader Wickersham Taft LLP - New York Office

August 16, 2013

Previously published on August 13, 2013

On July 10, 2013, the U.S. Securities and Exchange Commission (“SEC”) adopted rule changes that will permit “general solicitation and general advertising” (“GSGA”) in “private” securities offerings effected under either Rule 506 of Regulation D under the Securities Act of 1933 (the “Securities Act”) or Rule 144A under the Securities Act. The SEC’s rule changes - which fulfill rulemaking requirements imposed on the SEC by the Jumpstart Our Business Startups Act (the “JOBS Act”) - will become effective on September 23, 2013; i.e., 60 days after publication of the rule changes in the Federal Register (the “Effective Date”).


The views expressed in this document are solely the views of the author and not Martindale-Hubbell. This document is intended for informational purposes only and is not legal advice or a substitute for consultation with a licensed legal professional in a particular case or circumstance.

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