Legislative and Regulatory Proposals Affecting Capital Raising

March 2012

There have been several recent legislative and regulatory initiatives which, if adopted, could significantly affect the manner in which companies can raise capital, both in public capital markets and on a private basis. Following are brief descriptions of the more noteworthy proposals.

While it is not possible to predict whether the proposals currently before Congress will ultimately become law, the introduction of such legislation demonstrates congressional intent to moderate some of the legislation and regulations that have been adopted in recent years.

Congress is currently considering legislation that could facilitate the ability of issuers to raise funds from individuals. Under the current private placement exemptions in the Securities Act of 1933 (the Securities Act), companies often restrict retail participation in unregistered private offerings to "accredited investors," including individuals with a net worth of at least $1 million or with an annual income of at least $200,000.

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