A private placement generally refers to a company’s private (non-public) placement (offer and sale) of securities to a relatively small number of investors with whom the company has a preexisting, substantive relationship in order to raise capital to fund or
What is a Rule 506(c) offering?
Rule 506(c) is an exemption from registration under the Securities Act of 1933 for the offer and sale of securities. It is a relatively new rule in the US and was adopted by the SEC in 2013 on the back
What is an accredited investor? Why does it matter?
In the United States, certain securities offerings that are exempt from registration under the Securities Act of 1933 may only be offered and sold to so-called “accredited investors.” The definition is a key component of several exemptions such as Rules
Do antifraud provisions apply to exempt offerings?
In the United States, antifraud provisions apply to all securities transactions, including exempt transactions. Companies are responsible for the statements they make when offering or selling securities and false or misleading statements are subject to liability under the antifraud provisions.
How will a company know if I am an accredited investor?
In Rule 506(c) offerings, companies are required to take reasonable steps to verify the accredited investor status of any purchasers in their offering. There is no per se way in which a company must take reasonable steps to verify such