Amendments to Regulation D, Form D and Rule 156

SEC Issues Proposed Rule to Amend Regulation D, Form D and Rule 156

On July 10, the Securities and Exchange Commission (SEC) issued proposed rules that would amend Regulation D, Form D and Rule 156.  The proposed rule is intended to enhance the SEC’s ability to evaluate and enforce market practices associated with general solicitation and general advertising.   Specifically, the proposed rule would require the filing of a Form D in Rule 506(c) offerings before the issuer engages in general solicitation, require the filing of a closing amendment to Form D after the termination of any Rule 506 offering, require written general solicitation materials used in Rule 506(c) offerings, require the submission of written general solicitation materials used in Rule 506(c) offerings to the SEC, and disqualify an issuer from relying on Rule 506 for one year for 2 future offerings if the issuer did not comply within the last five years with Form D filing requirements in a Rule 506 offering.

Comments are due September 23, 2013.

• Link to the final rule: http://www.sec.gov/rules/proposed/2013/33-9416.pdf 
• Submit comments on the proposed rule to the SEC electronically  
• Advocacy contact: Dillon Taylor or call at 202-401-9787