The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Sun, 16 Aug 2026 11:30:33 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.10 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png The JOBS Act and General Solicitation – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 The JOBS Act and General Solicitation https://corpgov.law.harvard.edu/2012/04/06/the-jobs-act-and-general-solicitation/?utm_source=rss&utm_medium=rss&utm_campaign=the-jobs-act-and-general-solicitation https://corpgov.law.harvard.edu/2012/04/06/the-jobs-act-and-general-solicitation/#comments Fri, 06 Apr 2012 13:50:42 +0000 http://blogs.law.harvard.edu/corpgov/?p=27571?d=20150113150217EST Posted by Noam Noked, co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Friday, April 6, 2012
Editor's Note:

The following post comes to us from Latham & Watkins LLP, and was coauthored by Latham and thirteen other firms, who are listed at the end of the memorandum. The memo is available here.

President Obama signed into law this week the Jumpstart Our Business Startups Act (JOBS Act). Title II of the JOBS Act affects offerings by issuers pursuant to Regulation D under the Securities Act, as well as resales under Securities Act Rule 144A. In particular:

  • Section 201(a)(1) of the JOBS Act directs the Securities and Exchange Commission (SEC) to amend Rule 506 to make the prohibition against general solicitation or general advertising contained in Rule 502(c) inapplicable to offers and sales under Rule 506, provided that all purchasers are accredited investors.
  • Section 201(a)(2) requires the SEC to revise Rule 144A to provide that securities sold under Rule 144A may be offered to persons other than qualified institutional buyers (QIBs), including by means of general solicitation or general advertising, provided that securities are only sold to persons reasonably believed to be QIBs.
  • Section 201(b) amends Section 4 of the Securities Act to provide that offers and sales exempt under Rule 506 as revised by Section 201 “shall not be deemed public offerings under the Federal securities laws” as a result of general advertising or general solicitation.

Section 201(a) requires the SEC to amend both Rule 506 and Rule 144A not later than 90 days after enactment of the JOBS Act. The following questions and answers reflect the current understanding of the undersigned law firms regarding transactions taking place during the period prior to the date the SEC’s amendments of Rule 506 and Rule 144A implementing Section 201(a) take effect (the interim period).

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