On July 10, 2013, the Securities and Exchange Commission ("SEC") adopted two important rule amendments that significantly impact the private securities offering market: (1) under certain circumstances, general solicitation and general advertising ("general solicitation") will no longer be prohibited for private securities offerings made pursuant to Rule 506 of Regulation D or Rule 144A under the Securities Act of 1933 (the "Securities Act"); and (2) private offerings under Rule 506 will be disqualified if certain felons and other "bad actors" are involved. The SEC also proposed rule amendments that seek to enhance its ability to evaluate changes in the private offering market and address the development of practices in Rule 506 offerings. Most notably, any written general solicitation materials would be required to be submitted to the SEC no later than the date of their first use in the offering.
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