Voluntarily Submit Your Private Placement Advertisements to the SEC

In a head-scratching move, the Securities and Exchange Commission has created a portal for you to voluntarily submit general solicitation materials for private placements. With Rule 506(c) now in effect, companies are free to advertise their private placements of securities, so long as the company takes reasonable steps to ensure that investors are accredited investors.

When the SEC issued Rule 506(c), it also proposed a new rule that would require a company to submit its general solicitation and advertising materials. That new rule, along with several others proposed at the same time, are controversial.

I assume that the SEC portal is set up to take submissions if required at some point at the future. I’m not sure why any company would voluntarily submit materials. I’m scratch my head even harder because there is no field to identify the issuer soliciting for investors. That would seem to limit the utility of the submission.

Perhaps the portal is intended for Whistleblowers? But there is statement and link to direct submission involving possible violations of the securities laws to the TCR portal.

Perhaps the SEC merely had its IT group put together the portal in anticipation of the proposed rule becoming effective? Perhaps.


Voluntary Submission of General Solicitation Materials Used in Rule 506(c) Offerings

2 Responses to Voluntarily Submit Your Private Placement Advertisements to the SEC

  1. Sara Hanks September 26, 2013 at 2:41 pm #

    The SEC staff said they’d be doing this, at the July 10 meeting. I think they are wanting (a) to see whether the uploading process works and what kind of files they’ll get and (b) what kind of communications are being used. While i think using the system will give us a good idea of how difficult uploading is going to be, i agree that i don’t see why anyone would voluntarily send documents to the SEC!

    • Doug Cornelius September 26, 2013 at 3:22 pm #

      Sara – Thanks for pointing out the the SEC had previously announced they would open a portal for voluntary submissions.