ANALYSIS: Issuers “Generally” Don’t Like Rule 506(c)

The SEC issued its anxiously-awaited concept release on the harmonization of the agency’s crazy quilt of registration exemptions. For capital markets aficionados, the release asks many fascinating questions about how the Commission can rationalize the available exemptions for private offerings.

After reading the release, I can definitively tell you that the highlights of the release are footnotes 242 and 267. These are without a doubt the two finest footnotes ever issued by the SEC.

OK, the footnotes cite an article I wrote in 2017 describing the underwhelming market response to the general solicitation provisions of the Rule 506(c) exemption. I ...