Update On Private Offering Rulemaking Progress

During the American Bar Association's Business Law Section Fall Meeting, the Federal Regulation of Securities Committee hosted a dialogue with the Director of the SEC's Division of Corporation Finance, Keith Higgins.  Mr. Higgins noted that the SEC Staff is tracking Rule 506 offerings, and thus far, there have been slightly over 300 offerings made using general solicitation (based on Form D data).  Mr. Higgins also noted, however, that there may be some reluctance to rely on the new rules relaxing the prohibition on general solicitation.

As previously reported, the SEC Staff intends to provide guidance in the form of Compliance and Disclosure Interpretations (CDIs) on various bad actor interpretative matters, such as the scope of the term "affiliated issuer."  Looking ahead, Mr. Higgins noted that the SEC Staff is working on guidance regarding amended Exchange Act Section 12(g)(5) required under Title V of the JOBS Act, which provides a safe harbor for securities