SEC Publishes Proposed Amendments to Regulation D, Form D and Rule 156 for Comment

In connection with the JOBS Act amendments to Rule 506 of Regulation D, Form D and Rule 144A, the SEC has proposed numerous amendments to Regulation D, Form D and Rule 156 of the Securities Act. The proposed amendments:

• require the filing of Form D in 506(c) offerings before engaging in general solicitation;
• mandate the inclusion of certain disclosures and legends in general solicitation materials and the submission of such materials to the SEC;
• disqualify an issuer from relying on Rule 506 for one year, for future offerings, if the issuer did not comply with Form D filing requirements in the prior 5 years; and
• extend the antifraud guidance in Rule 156 to the sales literature of private funds.

See: Proposed Amendments.See also: SEC Publishes Final Rule Amendments to Rule 506 and Rule 144A in Federal Register