SEC Issues Guidance On Crowdfunding Rules

The staff of the SEC's Division of Corporation Finance (Staff) recently issued guidance in the form of compliance and disclosure interpretations on the SEC's crowdfunding rules, which took effect on May 16, 2016.¹ Eligible issuers should consult with counsel to ensure all aspects of their offerings under the SEC's crowdfunding rules are in compliance with the rules and the Staff's guidance. This is especially important as it has been reported that the SEC is "giving special attention" to crowdfunding offerings.²

This client alert summarizes the Staff's guidance on the SEC's crowdfunding rules.

General

Prior to filing an offering statement on Form C with the SEC and providing it to the designated intermediary, an issuer may disseminate information not constituting an "offer" of securities. For example, factual business information that does not condition the public mind or arouse public interest in the issuer or a securities offering is not an offer and may be