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No SEC Merit Review 

May 18, 2020

The astonishing Trump-era Rule 506(c)

For the first time in the history of the eighty six year-old-SEC — permits marketing of EDGAR-registered exempt offerings to non-accredited investors with no SEC-staff merit review.

Rule 506(c) issuers do not have to worry about “merit” or “no merit.” No SEC staffer will review an issuer’s Reg D Rule 506(c) filing and most state regulators will accept a coordinated “Reg D Notice Filing” without review or comment.

Rule 506(c) has profoundly expanded the public marketing of private placements. Meanwhile, Regulation S offers expedited advantages for non-U.S. investors.

Remember, this is the wild west. You can do almost anything as long as there is no fraud or deception. Just tell the truth and you are good to go.

Keep in mind however that unhappy small investors are likely to seek relief from their state’s securities regulator and that some state securities regulators are more than eager to help small investors recover their investments.

Questions?

Call my direct line @ 415-320-5496, or click the link to contact me today.

Filed Under: Blog

Private Placement Advisors LLC

JOBS Act Funding Consultants. Douglas Slain teaches exempt issuers and their advisers how to raise debt or equity capital using Regulation D and Regulation S. He has also authored the 12-volume Private Placement Handbook Series available at amazon.com

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