With the JOBS Acts’ lift on solicitation and general advertising (Rule 506) – the once benign SEC Form D filing is now under the regulatory and Congressional microscope.
Currently, a Form D is not required to be filed until 15 days after a Rule 506(c) offering has commenced. The SEC is considering that an advance Form D be filed 15 days before the general solicitation offering commences. This is suggested as a protective balance against fraud towards the newly advertised general public.
The first wave of comments submitted to the SEC leaned against the Advanced Form D, citing more regulatory burden and assumedly sophisticated, experienced investors who were in the dealflow… pre-general solicitation. The advance file may effectively take away their “edge.”
However, last week, several Senators penned a letter to SEC Chair Mary Jo White warning on the side of caution: they want the advance Form D. They acknowledge that the Rule 506 exemption is used by many genuine issuers, they are concerned about protecting investors before they invest. The advance filing will also give state securities regulators the chance to assure the issuer is not advertising an unregistered, non-exempt offering.
Regardless of the final outcome, please contact Vintage Filings for assistance with your Form D.
Happy New Year!