A Little History

Many comment letters relating to the SEC's proposed rules relaxing the ban on general solicitation suggest that the JOBS Act mandate was not well thought through and that relaxing the ban on general solicitation requires careful thought.  While it is true that any change that would affect investor protections should require careful thought, it seems like writers of these comment letters have neglected their history.  Discussion related to relaxing the ban on general solicitation has been ongoing since the early 1990s.  Various speeches and statements by SEC Staff members over the years have commented on, and acknowledged, the need to revisit private placement exemptions in light of changes in communications patterns.  The legal community also has given close consideration to these questions going as far back as the late 1990s and early 2000s.  In 2001, the American Bar Association's Committee on the Federal Regulation of Securities submitted a comment letter to the SEC