Starting in mid-2009 through February 2010, this column discussed the securities law considerations in connection with the offer and sale of unregistered real estate securities using the Internet. In light of changes in Regulation D in July 20131 which eliminated the ban on general solicitation and general advertising (General Solicitation) of securities offerings conducted under Rule 506(c), this column will review the relevant changes and recent Securities and Exchange Commission (SEC) guidance as applicable to a private offering using the Internet.
Overview of Regulation D
Section 4(2) of the Securities Act of 1933 (1933 Act) provides that Section 5 (the registration requirement section) shall not apply to “transactions by an issuer not involving any public offering.” Traditionally, this has been regarded as providing an exemption from registration, available only to the issuer of the securities, for bank loans, private placement of securities with institutions, and the promotion of a business venture by a few closely related persons. It has not been considered available as an exemption for offerings of speculative ventures to unrelated and uninformed persons.
This content has been archived. It is available through our partners, LexisNexis® and Bloomberg Law.
To view this content, please continue to their sites.
Not a Lexis Subscriber?
Subscribe Now
Not a Bloomberg Law Subscriber?
Subscribe Now
LexisNexis® and Bloomberg Law are third party online distributors of the broad collection of current and archived versions of ALM's legal news publications. LexisNexis® and Bloomberg Law customers are able to access and use ALM's content, including content from the National Law Journal, The American Lawyer, Legaltech News, The New York Law Journal, and Corporate Counsel, as well as other sources of legal information.
For questions call 1-877-256-2472 or contact us at [email protected]
