Jenner & Block

Client Alert: One Step Closer to Internet Advertisements for Private Offerings

On August 29, 2012, the Securities and Exchange Commission issued proposed rules that will fundamentally change the way certain private offerings are marketed to solicit investors and will significantly impact the way issuers will be required to verify the status of accredited investors.  The proposed rules eliminate the ban on general solicitation and general advertising in securities offerings that rely on the “safe harbor” from registration under Rule 506 of Regulation D of the Securities Act of 1933, provided all purchasers are accredited investors.  The SEC also proposed rules to permit general solicitation and advertising in securities offerings pursuant to Rule 144A as long as the securities are sold only to persons reasonably believed to be qualified institutional buyers. These rules were mandated by Section 201(a) of the Jumpstart Our Business Startups Act (JOBS Act) to make it easier for small businesses and startups to raise capital by allowing them to communicate freely to attract a larger number of accredited investors, including via the internet and social media.  Comments are due 30 days after publication in the Federal Register.