September 05, 2012
On August 29, 2012, the Securities and Exchange Commission proposed rule changes allowing general solicitation and advertising that the Jumpstart Our Business Startups Act (the “JOBS Act”) requires it to adopt.  The proposed rule changes would: (1) eliminate the prohibition on general solicitation  in Rule 506 private placements so long as the only purchasers are accredited investors or the issuer reasonably believes they are accredited investors at the time of sale; (2) require issuers that use general solicitation in Rule 506 offerings to take reasonable steps to verify that the purchasers are accredited investors; and (3) eliminate the restriction in Rule 144A on offers to persons other than qualified institutional buyers (“QIBs”) so long as sales are only made to QIBs or persons that the seller and any person acting on behalf of the seller reasonably believe are QIBs. The proposed rules do not affect traditional “quiet” Rule 506 offerings. In addition, the proposed rules would continue to permit concurrent offshore offerings conducted in reliance on Regulation S under the Securities Act.
The proposed rules have not yet taken effect and the SEC is taking comments from the public until 30 days after publication in the Federal Register. Until final rules are adopted, there will be no change to the prohibition on general solicitation.