Securities Offerings Online and in Social Media: General Solicitation and Advertising

About the Course

Introduction

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, including the recent March 2025 SEC no-action letter.

Description

Since the enactment of the Jumpstart Our Business Startups Act (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 understand what constitutes permissible actions and be able to recognize efforts that are outside the realm of permissible actions. Practitioners must then be able to apply this analysis to both Rule 506(b) and (c) offerings and across the board, including other exemptions and state-law counterparts.

The panel will educate the audience on the rules governing general solicitation and general advertising for private securities online and with social media at the state and federal levels. The faculty will also discuss the alternative verification method established in the SEC's March 2025 no-action letter and its impacts on 506(c) efforts. The SEC's no-action letter was a response to the operational challenges the previous 506(c) standard posed and was intended to ease compliance with the "reasonable steps" verification requirement of the original rule. The faculty will highlight the practical implications of the letter on private fund sponsors' online and social media efforts and the overall efficacy of the letter to increase 506(c) offerings.

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.

Presented By

Cynthia M. Krus

Partner; Co-Chair of the Global Board; Head of Capital Markets and Investments

Eversheds Sutherland (US) LLP

Ms. Krus counsels companies and alternative investment funds in their quest to grow their businesses, especially in the crucial area of raising capital. She also works with management teams and boards of directors to develop strategic plans and timing for critical decisions in all aspects of their businesses, including mergers and acquisitions; proxy contests; going-private transactions; reorganizations; debt, equity and rights offerings; and other securities and capital markets transactions. Ms. Krus is recognized as a leading adviser to business development companies (BDCs) and small business investment companies. With more than 20 years working in this specialized area, she brings deep, hands-on experience to the complex issues both legal and strategic faced by companies. Ms. Krus counsels public companies in a broad range of corporate and securities matters, such as corporate governance, crisis management, whistleblower response, disclosure, executive compensation and shareholder matters. She is the author of the Corporate Secretary’s Answer Book, which is updated annually, and frequently speaks at industry conferences on regulatory, corporate governance, and capital raising issues.

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Credit Information

This 90-minute webinar is eligible in most states for 1.5 CLE credits.
Choose a State

Live Online

On Demand

Date + Time

event
Tuesday, August 11, 2026
schedule
1:00 PM ET/10:00 AM PT

I. Overview of SEC compliance and disclosure interpretations

A. When is information merely "factual business information" rather than advertising?

B. How do you establish "preexisting" and "substantive" relationships?

C. The role of general solicitation in angel investor networks

D. The role of general solicitation in demo days, pitch events, VC fairs

II. Citizen VC no-action letter

A. Establishing preexisting relationships with investors online

B. What does it mean for issuers?

III. Test the water communications under Regulation A+

A. Basic framework of Regulation A+ offerings

B. Test the water: process and requirements

C. Online public solicitation under Regulation A+: practice considerations

IV. Intrastate offering exemptions and integration of concurrent offerings

A. Rule 147: Refreshed with amendments

B. Rule 147A: Interstate offers, intrastate sales

V. Applicability of new guidance beyond Reg D, Rule 506, and intrastate exemptions

A. Other exemptions under the Securities Act and changes in those exemptions

B. Actions that constitute an engagement in a "public offering"

C. SEC's March 2025 no-action letter: minimum investment amounts and related representations from investors

D. 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?