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SEC Proposes New Amendments to Regulation D in Light of Rule 506 Approval

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 On July 10 the Securities and Exchange Commission (“SEC”) amended Rule 506 of Regulation D to implement Section 201(a) of the Jumpstart Our Business Startups Act (the “JOBS Act”).  The amendments to this Rule caused quite a stir in the securities industry by releasing a long-standing ban on hedge funds preventing general solicitation in the marketplace. In response to this fervor over the controversial passage of Rule 506’s advertising release, further amendments to Regulation D, Form D and Rule 156 under the Securities Acthave been proposed by the SEC, changes that are, according to the SEC, “expected to enhance the SEC’s ability to evaluate the development of market practices in Rule 506 offerings and to address concerns that may arise in connection with permitting issuers to engage in general solicitation and general advertising under new paragraph (c) of Rule 506.”Most importantly, these amendments would require an issuer to include additional information about offerings conducted in reliance on Regulation D.  Some of the requirements for the implementation of the revised Rule 506, include:
  • Filing a Form D in Rule 506(c) offerings before the issuer engages in general solicitation;
  • Filing a closing amendment to Form D after the termination of any Rule 506 offering;
  • Explication of certain legends and other disclosures in written general solicitation materials used in Rule 506(c) offerings;
  • Submission, on a temporary basis, of written general solicitation materials used in Rule 506(c) offerings to the Commission; and
  • The disqualification of any issuer relying on Rule 506 for one year for future offerings if the issuer, or any predecessor or affiliate of the issuer, did not comply with Form D filing requirements in a Rule 506 offering within the last five years.
Additionally, the SEC is proposing to amend Rule 156under the Securities Act to apply to sales literature and advertising produced by private funds. As such, private fund managers and compliance personnel should review information contained within this “anti-fraud” rule and evaluate the potential impact on their firm.For further information on this, or other related topics, please contact us at i[email protected] or (619) 298-2880.

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Jacko Law Group provides tailored legal services and effective strategies for success, delivering exemplary solutions to complex legal and regulatory challenges to ensure that both business efforts and compliance obligations are satisfied.

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Dharmi is an excellent securities lawyer who understands the law as it pertains to these cases. She is extremely proactive and represents her clients well. I highly recommend Jacko and Dharmi.
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It is my great Privilege to share my Review of what Atty Dharmi Mehta of Jacko Law Group did for me and by extension for my family. From the first time complimentary conversation we had having spoken to several other Lawyers ,l knew she was the right person for the Job .Because of her background as a former RR ,she was professional,kind, Empathetic,listened and was focused on fighting for me. From a potential of been terminated with cause ,l was able to walk away with a clean U5 with a validation that l did nothing wrong except what was in the best Interest of my clients. I hope nobody ever has to go through what l have Experienced, but if you do ,you want Dharmi Mehta beside you .Rest assured your service Deserve 10 stars but this forum only allows 5. Me and my family are forever grateful and will make sure that any RR who needs an advocate will know about you . Everistus Etafo
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