October 19, 2021

Volume XI, Number 292

Advertisement
Advertisement

October 18, 2021

Subscribe to Latest Legal News and Analysis
Advertisement

DERA Publishes Study of Unregistered Offering

On October 29, the Division of Economic and Risk Analysis (DERA) of the Securities and Exchange Commission published the results of a study that analyzed the market for unregistered securities offerings during the period from 2009–2014. The study found that private placements outpaced the level of capital formation through registered securities offerings during recent years, totaling more than $2 trillion during 2014. Regulation D offerings accounted for approximately $1.3 trillion of the capital raised, of which approximately 99 percent was sold in reliance upon Rule 506. The study also found that Rule 506(c) offerings (i.e., private placements that are offered by means of general solicitation and advertising) represented only approximately 2 percent, or $33 billion, of the capital raised in Regulation D offerings. According to the study, the median size for Regulation D offerings conducted by non-financial issuers (i.e., issuers other than pooled investment funds and issuers that are not, according to their Form Ds, in the commercial banking, insurance, investing, investment banking, or other banking or financial services industry) was less than $2 million, suggesting that Regulation D remains a critical tool for small businesses to raise capital.

Click here to view the complete text of the DERA study.

©2021 Katten Muchin Rosenman LLPNational Law Review, Volume V, Number 311
Advertisement
Advertisement
Advertisement
Advertisement
Advertisement
Advertisement

About this Author

Jonathan D. Weiner, securities, transactional lawyer, Katten Muchin Law firm
Associate

Jonathan Weiner concentrates his practice in securities, transactional and general corporate matters. He has represented investors and issuers in public and private financings (including private investments in public equity), tender offers, recapitalizations and going private transactions, as well as targets and acquirers in mergers and acquisitions. He also advises clients on a day-to-day basis regarding corporate governance, securities law compliance, disclosure and other general corporate matters. Jonathan has counseled a wide array of businesses, ranging from...

212-940-6349
Advertisement
Advertisement
Advertisement