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General Solicitation and Advertising of Securities Offerings Online and in Social Media: SEC Guidance

Recording of a 90-minute premium CLE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
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Conducted on Tuesday, July 25, 2023

Recorded event now available

or call 1-800-926-7926

This CLE course will discuss how the meaning of general solicitation in the context of private securities offerings has evolved since the enactment of the JOBS Act and the advent of solicitation online and through social media channels. The program will focus on SEC guidance on general solicitation and other changes to the intrastate offering exemption.


Since the enactment of the JOBS Act and the advent of solicitation of private securities offerings via the internet and social media, securities counsel has grappled with redefining the meaning of "general solicitation and general advertising."

The SEC's Compliance and Disclosure Interpretations (C&DIs) and Citizen VC no-action letter provide some guidance and offer flexibility in online offering activities and investor presentation events. They provide guidance on establishing "preexisting" and "substantive" relationships, conveying factual business information, and dealing with angel investors.

Securities practitioners must keep abreast of permissible actions and those that are not. This is true of both Rule 506(b) and (c) offerings and across the board, including other exemptions and state law counterparts.

Listen as our authoritative panel of securities practitioners analyzes how the meaning of general solicitation of securities offerings has been redefined post-JOBS Act in an era of online and social media solicitation and how the landscape for exempt securities offerings has changed.



  1. Overview of SEC compliance and disclosure interpretations
    1. When is information merely "factual business information" rather than advertising?
    2. How do you establish "preexisting" and "substantive" relationships?
    3. The role of general solicitation in angel investor networks
    4. The role of general solicitation in demo days, pitch events, VC fairs
  2. Citizen VC no-action letter
    1. Establishing preexisting relationships with investors online
    2. What does it mean for issuers?
  3. Test the water communications under Regulation A+
    1. Basic framework of Regulation A+ offerings
    2. Test-the-water: process and requirements
    3. Online public solicitation under Regulation A+: practice considerations
  4. Intrastate offering exemptions and integration of concurrent offerings
    1. Rule 147: Refreshed with amendments
    2. Rule 147A: Interstate offers, intrastate sales
  5. Applicability of new guidance beyond Reg D, Rule 506, and intrastate exemptions
    1. Other exemptions under the Securities Act and changes in those exemptions
    2. Actions that constitute an engagement in a "public offering"
    3. State counterparts


The panel will review these and other key issues:

  • What does the SEC guidance mean for issuers and other participants in the offering process?
  • How does the guidance for solicitation and advertising in the SEC's C&DIs apply beyond Reg D offerings?
  • What is the impact of the new intrastate offering exemptions (Rule 147 and Rule 147A) and raising the Rule 504 ceiling to $5 million?
  • How do Section 4(c) platforms intersect with the SEC guidance?
  • How do you deal with state blue sky laws that view general solicitation differently than the SEC guidance?


Martin, Erin
Erin E. Martin

Morgan, Lewis & Bockius

Ms. Martin counsels public companies and their boards with respect to securities regulation, capital markets...  |  Read More

Schleppegrell, Christine
Christine Ayako Schleppegrell

Morgan, Lewis & Bockius

Ms. Schleppegrell counsels asset managers on legal, regulatory, and compliance matters, focusing on advisers to private...  |  Read More

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