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Clifford Chance

Clifford Chance


SEC Bad Actors and General Solicitation Rules Take Effect Today

23 September 2013

September 23, 2013 – Today is the effective date of amendments to Regulation D under the US Securities Act of 1933, adopted by the US Securities and Exchange Commission on July 10, 2013, that disqualify offerings involving certain “bad actors” from reliance on exemptions from registration under Rule 506 of Regulation D, and that eliminate the prohibition against general solicitation and general advertising for certain US private placements.  At the same time that the SEC adopted these amendments, it proposed additional amendments, available here, that would increase the regulatory burdens associated with the filing of Form D under Rule 506, while imposing new general solicitation materials and sales literature requirements on private funds and their advisers.

Our July 2013 client briefing summarizes key features of the Bad Actors Release and the General Solicitation Release and aspects of the Proposing Release.  This briefing highlights the ongoing challenges posed for private funds and their advisers by these new and proposed requirements, many of which apply even to fundraisings that do not involve general solicitation.

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