An Overview of Exemptions
In our previous posts on exempt offerings and crowdfunding, we discussed some of the most commonly used exemptions from the registration requirements of the federal securities laws, including Regulation A and Rule 506(b) under Regulation D, as well as the new and pending exemptions under the JOBS Act, including Rule 506(c), Regulation A+, and the CROWDFUND Act. We also mentioned that, while each exemption has its pros and cons, Rule 506 is the exemption used for more than 90 percent of all exempt offerings in the United States.[1] Why the overwhelming popularity? In this blog series, we will look at a few other exemptions under Regulation D, including Rule 504 and Rule 505, and discuss why Rule 506 has been the most commonly used exemption of all to date.
This posting is intended to be a planning tool to familiarize readers with some of the high-level issues discussed herein. This is not meant to be a comprehensive discussion and additional details should be discussed with your transaction planners including attorneys, accountants, consultants, bankers and other business planners who can provide advice for your circumstances. This article should not be treated as legal advice to any person or entity.
Steps have been taken to verify the contents of this article prior to publication. However, readers should not, and may not, rely on this article. Please consult with counsel to verify all contents and do not rely solely on this article in planning your legal transactions.
About the Author
Shawn McBride – R. Shawn McBride is the Managing Member of The R. Shawn McBride Law Office, P.L.L.C. which helps clients in legal issues related to starting companies, joint ventures, raising capital from and negotiating with investors and outside General Counsel functions. Shawn can be contacted at: 407-517-0064; [email protected], or www.mcbrideattorneys.com.
[1] Robert Robins, Practical Implications of the JOBS Act Changes to Private Placements: Rule 506(c), Crowdfunding, and Reg A+, http://www.pillsburylaw.com/siteFiles/Publications/WhitePaperOct2014CorporateandSecuritiesPracticalImplicationsoftheJOBSActChanges.pdf (last visited Apr. 15, 2015) (internal citation omitted).