Page Perry Partner and ABA Securities Subcommittee Meet With SEC

Page Perry partner J. Steven Parker and other members of the American Bar Association’s State Regulation of Securities Subcommittee met with representatives of the Securities and Exchange Commission on October 2, 2007 to discuss SEC rule proposals relating to notice filings for offerings under Regulation D of the Securities Act of 1933.  Regulation D is the avenue through which many companies raise capital through private placements without filing detailed registration statements.  One rule would allow electronic filing of the simple form required for such an offering and would also add several new questions to the form.  One additional question, that should be helpful to any potential investor conducting due diligence on the company, would require identification of a securities representative’s registration number, if a broker-dealer is utilized for sale of the securities.

Another proposed rule would relax the current prohibition against general solicitation of “large accredited investors” in a way that would put some potential investors at risk.  The SEC is continuing to meet with leaders in the legal community and is soliciting comments from the public regarding the proposed rules.