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September 2012


SEC Proposes Rule Changes Allowing General Solicitation in Certain Private Securities Offerings


On August 29, 2012, the U.S. Securities and Exchange Commission ("SEC") proposed amendments to its rules that would allow securities issuers to solicit accredited investors by means of general solicitation and advertising in unregistered securities offerings made in reliance on Rule 506 of Regulation D. If adopted, the proposed amendments would implement the Congressional mandate contained in the JOBS Act that the SEC amend Rule 506 of Regulation D to provide that the prohibition against general solicitation and advertising contained in Regulation D shall not apply to offers and sales of securities made pursuant to Rule 506, so long as all purchasers of the securities are accredited investors.

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