|
|
Return to Resources
SEC Adopts New Rules For Electronic Filing of Form D For Private Offerings.
The Securities and Exchange Commission (“SEC”) has adopted new rules for the electronic filing of Form D by issuers in private placements under Regulation D under the Securities Act of 1933. Beginning September 15, 2008, issuers will have the option of filing Form D either in paper form or electronically. On March 16, 2009 electronic filing will become mandatory. The SEC also changed the electronic Form D format by expanding it to 16-items and adding some new disclosure requirements. One new item to be disclosed in the electronic Form D is the CRD number of any broker or broker-dealer that receives compensation in connection with the offering reported on the Form. The CRD number is a broker’s or broker-dealer’s record located in the Central Registration Depository computer database maintained by FINRA. This new requirement will make it obvious whether or not persons receiving sales compensation in a private placement are registered broker-dealers. As a result, issuers paying finders fees to persons who are not registered broker-dealers must continue to be vigilant in structuring those arrangements so as not to violate securities laws and destroy the private placement exemption. Under the new filings the SEC will be able to determine from the filing when finder’s fees have been paid, and may use that information to conduct inquiries or investigations.
This legal alert is for informational purposes only. It is not legal advice or legal opinion. You should speak with an attorney about its application to your business and your own unique circumstances.
|
|
|
|
