On October 26, the Securities and Exchange Commission adopted final rules amending (1) Rule 147 promulgated under the Securities Act of 1933 (Securities Act) to modernize the existing safe harbor under Section 3(a)(11) of the Securities Act for intrastate securities offerings and (2) Rule 504 of Regulation D under the Securities Act to assist capital raising and to provide additional protections to investors. The SEC also adopted new Rule 147A to establish a new intrastate offering exemption and, in connection with the amendments to Rule 504, repealed Rule 505 under Regulation D. The SEC’s proposal for these Rules was discussed in the November 6, 2015 edition of the Corporate & Financial Weekly Digest. … [Read more...] about SEC Adopts Amendments to Rules 147 and 504, Adopts Rule 147A and Repeals Rule 505
147 at snooker
C&DI 141.05 provides that issuers may use their websites or social media to offer securities in accordance with Rule 147 by taking specified precautions. For example, an issuer could “implement technological measures” such that communications that constitute offers are only made to those persons whose IP addresses originate from the issuer’s state of residence (and prevent offers to persons whose IP addresses originate in other states). C&DI 141.05 further clarifies that, in any event, any offer should include a disclaimer and restrictive legend “making it clear that the offering is limited to residents” of the same state as the issuer. … [Read more...] about SEC Division of Corporation Finance Issues New C&DI Related to Rule 147 and Website/Social Media Use
Thus, an issuer relying on Rule 147 to conduct an offering in California must either rely on an exemption from qualification or qualify the offering. Because the SEC is also proposing to eliminate the limitation on the manner of offering, issuers may find it to be more advantageous to qualify the offering than to conduct the offering within the constraints of an exemption from qualification. … [Read more...] about Rule 147 Changes May Cause Uptick In California Securities Qualifications
The proposed amendment to Rule 504 would increase the dollar amount of securities permitted to be sold under the rule in any 12-month period from $1 million to $5 million. Such increase could give state securities regulators additional flexibility in implementing coordinated review programs to facilitate regional offerings. The proposed amendment would also disqualify certain bad actors from participation in Rule 504 offerings, allowing for greater consistency across Regulation D. … [Read more...] about SEC Proposes Amendments to Rules 147 and 504
The SEC’s proposed treatment of trust residency differs significantly from the Supreme Court’s rule for trust citizenship. However, the Supreme Court was addressing an entirely different statute and even allowed that Congress could change the rules (“Then as now we reaffirm that it is up to Congress if it wishes to incorporate other entities into 28 U. S. C. §1332(c)’s special jurisdictional rule.”). Thus, the Supreme Court’s opinion in Americold Realty Trust should not require the SEC to change its proposed definition of trust residency. … [Read more...] about What Does Americold Realty Trust Have To Do With Rule 147?