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    Guide to the JOBS Act
    Guide to the JOBS Act
    Guide to the JOBS Act
    Ebook49 pages28 minutes

    Guide to the JOBS Act

    By Private Placement Handbook Series

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    About this ebook

    New laws and regulations following the JOBS Act of 2012 have led to a number of online platforms, both crowdfunding and peer-to-peer, that help investors find and evaluate private offerings, while providing unprecedented opportunities for real estate developers and brokers in search of funding for their projects. This Guide is Volume 9 in the 15 volume Private Placement Handbook Series.

    LanguageEnglish
    PublisherPrivate Placement Handbook Series
    Release dateSep 19, 2015
    ISBN9781310035296
    Guide to the JOBS Act
    Author

    Private Placement Handbook Series

    After getting a JD from Stanford Law School, a MA from the University of Chicago, a diploma from the University College London, and working as a reporter for The Wall Street Journal, Doug was a member of the California bar for 40 years, during which time he founded a series of law reporting services now owned by Thomson-Reuters. Doug specializes in debt and equity crowdfunding. He helps small business identify and solicit sources of private equity. Doug monitors a LinkedIn discussion group, State Securities Regulation, with 1500 members. Connect with Douglas Slain: LinkedIn: http://linkedin.com/in/douglasslain Facebook: http://facebook.com/douglas.slain Twitter: https://twitter.com/exemptofferings Blog: http://www.privateplacementadvisors.com/apps/blog Web site: http://privateplacementadvisors.com

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      Book preview

      Guide to the JOBS Act - Private Placement Handbook Series

      Rule 506

      Background

      Companies raise capital to start or expand operations by selling equity or debt securities. Offerings are regulated by Federal and state securities laws which require registration. Since registration is costly and time-consuming, most offerings are made pursuant to exemptions to registrations, using private placements.

      Use of 506

      Real estate investors and developers commonly rely on the exemption found in Rule 506 of Regulation D under the federal Securities Act of 1933, and on corresponding exemptions under state securities laws, for a safe harbor from registration. The new Rule 506 (c allows you to make general solicitations of private sales of securities for the first time in 80 years. And Rule 506(c puts no limit on the amount of funds you can raise from friends, family, and strangers.

      The SEC added provisions to restrict those with a history of regulatory issues. The bad actor provisions preclude general partners, managing members, executive officers, promoters or other representatives participating in a 506 offering (as well as anyone who owns 20% of the company) who have been convicted of any felony or misdemeanor involving securities or who is guilty of certain SEC regulatory matters.

      Finding Investors

      Under Rule 506 (c, you can now advertise an offering using general solicitation, including websites and online advertising; electronic mail; social media, such as Facebook and Twitter; all other online activities; plus press releases; television; radio; direct mail marketing; and other media including craigslist.org.

      You should have a process in place to communicate with possible investors. It may be helpful to say in your initial response that an intermediary will be engaged to assist with distributing and collecting investor questionnaires and determining whether potential investors are qualified.

      Who May Be an Investor?

      If you are offering securities pursuant to a general solicitation, you can sell them to accredited investors. Individual investors are accredited investors if they have either: net worth of at least $1 million, excluding the value of primary residence, or income of at least $200,000 in each of the last two years (or $300,000 with a spouse) and have the expectation to earn at least the same amount in the current year.

      Other, less common types of accredited investors include: a corporation, business trust, trust or partnership, not formed for the specific purpose of purchasing your company's stock or other securities, with total assets in excess of $5,000,000; an investment company registered under, or a business development company as defined in, the U.S. Investment Company Act of 1940; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the

      U.S. Small Business Investment Act of 1958; a private business development company as defined in the U.S. Investment Advisers Act of 1940; an entity in which all of the equity owners are accredited investors; an ERISA employee benefit plan if the plan has total assets in excess of $5,000,000 or if

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