ANALYSIS: Rule 506(c)’s General Solicitation Remains Generally Disappointing

The changes to Regulation D resulting from the JOBS Act brought the possibility of a profound change to the private securities offering market. Beginning in September 2013, under new Rule 506(c), issuers could publicly advertise their offerings across virtually all forms of media without restriction. While sales could still only be made to accredited investors, the availability of general solicitation offered issuers a way to access a new pool of investors.

This brave new world of unregistered offerings under Regulation D, nearly four years later, looks almost exactly like the old world of Regulation D. Few issuers have taken advantage ...