SEC Issues Proposed Changes To Regulation D, Form D And Rule 156

Miriam Sowinski is an Associate in our Jacksonville office

On July 10, 2013, in addition to adopting rules amending Rule 506 of Regulation D to permit general solicitation and adding rules regarding disqualification of "Bad Actors," the SEC also proposed rules that would amend Regulation D, Form D and Rule 156 under the Securities Act. The provisions of the proposed rules are summarized below.

Strict Compliance with the Filing Requirements of Form D

Under proposed amendments to Rule 503 of Regulation D, issuers would be required to file Form D at least 15 days prior to using general solicitation in a Rule 506(c) offering. Additionally, issuers would have to file a closing Form D amendment 30 days after the termination of a 506(c) offering. Under amendments to Rule 507 of Regulation D, noncompliance by the issuer or any affiliate within the previous five years would disqualify an issuer from using the Rule 506 exemption for one year. The proposed rule allows a