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new Rule 147A to establish a new intrastate offering exemption and, in connection with the amendments to Rule 504, repealed Rule 505 under Regulation D. The SEC’s proposal for these Rules was discussed in the November 6, 2015 edition of the Corporate & Financial Weekly Digest.The SEC’s amended Rule 147 provides a safe harbor under the Section 3(a)(11) exemption from the registration requirements of Section 5 of the Securities Act for issuers that are both organized and principally doing business in the same state to make offers and sales … [Read more...] about SEC Adopts Amendments to Rules 147 and 504, Adopts Rule 147A and Repeals Rule 505
Fanali alfa 147
On October 2, the Securities and Exchange Commission’s Division of Corporation Finance issued a new Compliance and Disclosure Interpretation (C&DI) regarding whether an issuer of securities may use its own website or social media to offer securities in a manner consistent with Rule 147 under the Securities Act of 1933 (Securities Act). Rule 147 provides objective standards for satisfying the exemption from registration provided by Section 3(a)(11) under the Securities Act (which generally exempts from registration securities offered and sold by an issuer if the transaction is wholly intrastate, meaning the issuer and all the offerees/purchasers are residents of the same state). 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 … [Read more...] about SEC Division of Corporation Finance Issues New C&DI Related to Rule 147 and Website/Social Media Use
As has been widely noted, the Securities and Exchange Commission has proposed amending Rule 147 under the Securities Act of 1933. That Rule provides a safe harbor for compliance with the Section 3(a)(11) exemption from registration for intrastate securities offerings. Among other things, the SEC is proposing to eliminate the current requirement in Rule 147 that issuers to be incorporated or organized under the laws of the state or territory in which the intrastate offering is conducted. This has proved to be a problem for states like California that are home to many issuers that choose to incorporate elsewhere.Under the SEC’s proposal, an issuer must have its principal place of business within the state or territory in which all purchasers of the securities are resident. An issuer would be deemed to have its principal place of business in a state or territory in which the officers, partners or managers of the issuer primarily … [Read more...] about Rule 147 Changes May Cause Uptick In California Securities Qualifications
On October 30, the Securities and Exchange Commission proposed amendments to modernize: (1) Rule 147, promulgated under the Securities Act of 1933 (Securities Act) as a safe harbor exempting intrastate offerings from federal registration under the Securities Act, to further facilitate intrastate offerings and capital formation in light of recently-adopted crowdfunding provisions under state securities laws; and (2) Rule 504 of Regulation D under the Securities Act, which permits companies that are not SEC reporting companies to sell securities to an unlimited number of persons without regard to wealth or sophistication (and, if certain conditions are met, to engage in general solicitation and issue freely tradable securities), to increase the amount of securities that may be sold pursuant to the rule.The proposed amendment to Rule 147 would permit an issuer to raise capital from in-state investors without federal registration of its offers and sales. It would eliminate restrictions on … [Read more...] about SEC Proposes Amendments to Rules 147 and 504
Under Article III, Section 2 of the U.S. Constitution, the judicial power of the federal courts may extend to, among other things, controversies between citizens of different states. When a party is a trust, in what state is the trust a citizen for purposes of the diversity jurisdiction of the federal courts? There are several possible answers. A trust might be deemed to be a citizen of the jurisdiction in which it is organized and where it has its principal place of business. Alternatively, a trust might be considered a citizen in the jurisdiction(s) in which its trustees are citizens. A third alternative would be to treat a trust as a citizen in the jurisdiction in which its members are citizens. The U.S. Supreme Court yesterday chose the last option in Americold Realty Trust v. Conagra Foods, Inc., 2016 U.S. LEXIS 1652 (U.S. 2016).The Court’s brief opinion by Justice Sonia Sotomayor noted that trusts traditionally have not been treated … [Read more...] about What Does Americold Realty Trust Have To Do With Rule 147?