SEC Proposes Changes To Regulation D

On July 10, 2013, the US Securities and Exchange Commission proposed amendments to Regulation D and Rule 156 under the Securities Act of 1933 and Form D – a Notice of Exempt Offerings of Securities.¹ The proposed amendments are intended to allow the SEC to better evaluate the development of market practices in offerings of securities pursuant to Rule 506 of Regulation D and to address concerns that may arise in connection with allowing issuers to engage in general solicitations in offerings of securities made pursuant to Rule 506(c) of Regulation D.

Issuers considering engaging in a general solicitation in reliance on new Rule 506(c)² should also consider whether they are willing to be subject to the additional obligations that would be imposed on them if the rule proposals discussed in this Legal Update are adopted by the SEC.