Jacko Law Group, PC
Call Today for a Consultation
San Diego 619-298-2880 San Francisco 415-766-3599 Los Angeles 213-631-2549

SEC Issues Further Guidance on Rule 506 of Regulation D

RoundIcons-Free-Set-55Last year, the Securities and Exchange Commission ("SEC") amended Regulation D of the Securities Act of 1933 (the "Securities Act"), by adding Rules 506(c), 506(d) and 506(e).  As we have described previously, there are several considerations and requirements of Rule 506(d).  In an effort to further clarify these rules, the SEC's Division of Corporation Finance publishes updates to the Securities Act Rules Compliance and Disclosure Interpretations ("C&DIs") section of their website titled Questions and Answers of General Applicability.  This resource presents the SEC's views, general guidance and interpretations of these and other rules adopted under the Securities Act. On January 3, 2014, the SEC provided new guidance, in a release, that includes interpretation on the following five (5) topics:

  • Determining whether a shareholder that becomes a 20% beneficial owner is considered a covered person at the time of each sale of securities
  • Interpreting the term "beneficial owner" under Rule 506(d)
  • When to "Look through" entities in regards to direct and indirect beneficial ownership
  • Shareholder voting agreements and their effects on 20% beneficial owners
  • Waiving disclosure obligations set forth in Rule 506(e)

For further information on this and other related subjects, please contact us at [email protected] or (619) 298-2880.

No Comments

Leave a comment
Comment Information
Email Us For A Response

How Can We Help?

Email us to request more information or to schedule an appointment.

Bold labels are required.

Contact Information

The use of the Internet or this form for communication with the firm or any individual member of the firm does not establish an attorney-client relationship. Confidential or time-sensitive information should not be sent through this form.


Privacy Policy

San Diego Office
1350 Columbia Street
Suite 300
San Diego, CA 92101

Toll Free: 866-497-2298
Phone: 213-631-2549
Phone: 619-298-2880
Fax: 619-298-2882
Map & Directions

San Francisco Office
Four Embarcadero Center
Suite 1400
San Francisco, CA 94111

Phone: 213-631-2549
Phone: 415-766-3599
Fax: 619-298-2882
Map & Directions

Los Angeles Office
535 N. Brand Boulevard
Suite 279
Glendale, CA 91203

Phone: 213-631-2549
Fax: 619-298-2882
Map & Directions