The Securities and Exchange Commission (SEC) on July 10, 2013, adopted amendments to Rule 506 of Regulation D and to Rule 144A under the Securities Act of 1933 (1933 Act) that eliminate the ban on general solicitation and general advertising (hereinafter General Solicitation) of securities offerings conducted under those rules (Final Rules). The amendments significantly liberalize the restrictions on publicity in connection with offers of real estate securities made in reliance on the Final Rules and will permit sponsors of real estate offerings to more broadly solicit investors and publicize their offerings.1
The Final Rule changes were mandated by the Jumpstart Our Business Startups Act (JOBS Act) and became effective on Sept. 23, 2013. The Final Rules were adopted in substantially the form proposed by the SEC in August 2012 with one important addition, the inclusion by the SEC of four non-exclusive methods that issuers may use to verify the accredited investor status of natural persons.2
