On July 10, 2013, the SEC adopted final rules to implement the JOBS Act mandate to eliminate the prohibition against the use of general solicitation and general advertising in private offerings made in reliance on Rule 506 of Regulation D or Rule 144A under the Securities Act. In connection with the final rules, the SEC issued proposed rules that would, if adopted, enhance its ability to evaluate market practices in Rule 506 offerings and provide, as needed, additional investor protections as the Rule 506 market evolves. Finally, the SEC also adopted rules to disqualify “bad actors” from Rule 506 offerings, as required by the Dodd-Frank Act. The final and proposed rules have the potential to transform the private placement market.

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