JOBS Act and Private Placements: Impact Prior to SEC Rulemaking

The JOBS Act was signed into law by President Obama on April 5, 2012. Title II of the Act affects offerings by issuers pursuant to Regulation D under the Securities Act, as well as resales under Securities Act Rule 144A. The Act requires the SEC to amend both Rule 506 and Rule 144A not later than 90 days after the enactment. The attached report reflects the current understanding of 14 law firms, including Cleary Gottlieb, regarding transactions taking place before the SEC’s amendments of Rule 506 and Rule 144A take effect.