Partner Stephen M. Goodman has authored an article entitled “Can I Make You an (Unregistered) Offer? The SEC Does Some ‘Pre-Existing Relationship’ Counseling,” appearing in the September 28, 2015 issue of BBNA Securities Regulation & Law Report.  The article analyzes Citizen VC, the most recent no-action letter by the Securities and Exchange Commission to analyze when an issuer or its intermediary has a “pre-existing relationship” with a potential investor for purposes of determining whether unregistered securities may be offered to that investor.   

In his article, Goodman writes that Citizen VC offers issuers and intermediaries a more flexible framework than earlier no-action letters for making this determination.  However, even if the issuer or intermediary is comfortable that it has a pre-existing relationship with an investor, Mr. Goodman suggests that certain language in Citizen VC may imply that the issuer or intermediary must do more than accept a “check the box” questionnaire to confirm prior to actual sale that the investment is suitable for that particular investor.

To read the article, please click here.