[ by Howard Haykin ] The SEC took a vote on amending its rules to end the prohibition against general solicitation and general advertising for Regulation D private offerings, conditioned on the requirement that all purchasers of the securities are accredited investors. The proposed rule changes would apply specifically to Rule 506 of Regulation D, and Rule 144A under the Securities Act of 1933, and would provide that the prohibition against general solicitation and general advertising contained in Rule 502(c) of Regulation D, for the most part, would no longer apply to offers and sales of securities made pursuant to Rule 506. The SEC, which approved the proposed amendment by a 4:1 vote, included the requirement that, in Rule 506 offerings that use general solicitation or general advertising, the issuer take reasonable steps to verify that purchasers of the securities are accredited investors. The proposed amendment to Rule 144A(d)(1) would provide that securities may be offered pursuant to Rule 144A to persons other than qualified institutional buyers, provided that the securities are sold only to persons that the seller and any person acting on behalf of the seller  reasonably believe are qualified institutional buyers. The SEC also is proposing to revise Form D to add a separate check box for issuers to indicate whether they are using general solicitation or general advertising in a Rule 506 offering. Discussion. Section 201(a)(1) of the Jumpstart Our Business Startups Act (the "JOBS Act", directs the Commission, not later than 90 days after the date of enactment (on 4/5/12), to amend Rule 506 of Regulation D under the Securities Act of 1933 (the "Securities Act") to permit general solicitation or general advertising in offerings made under Rule 506, provided that all purchasers of the securities are accredited investors.  Section 201(a)(1) also states that "[s]uch rules shall require the issuer to take reasonable steps to verify that purchasers of the securities are accredited investors, using such methods as determined by the Commission." Likewise, Section 201(a)(2) of the JOBS Act directs the Commission, not later than 90 days after the date of enactment, to revise Rule 144A(d)(1)11 under the Securities Act to permit offers of securities pursuant to Rule 144A to persons other than qualified institutional buyers, "QIBs”, including by means of general solicitation or general advertising - again, provided that the securities are sold only to persons that the seller and any person acting on behalf of the seller reasonably believe are QIBs. Rule 506 is a non-exclusive safe harbor under Section 4(a)(2) (formerly Section 4(2) of the Securities Act,13 which exempts transactions by an issuer “not involving any public offering” from the registration requirements of Section 5 of the Securities Act. Currently, under Rule 506, an issuer may offer and sell securities, without any limitation on the offering amount, to an unlimited number of "accredited investors," as defined in Rule 501(a) of Regulation D, and to no more than 35 non-accredited investors who meet certain "sophistication" requirements.  The availability of the Rule 506 safe harbor is subject to a number of requirements and currently is conditioned on the issuer, or any person acting on its behalf, not offering or selling securities through any form of "general solicitation or general advertising." Although "general solicitation" and "general advertising" are not defined in Reg D, Rule 502(c) does that general solicitation and general advertising includes ads published in newspapers and magazines, communications broadcast over TV and radio, and seminars whose attendees have been invited by general solicitation or general advertising.  By interpretation, the Commission has confirmed that other uses of publicly available media - e.g., unrestricted websites, also constitute general solicitation and general advertising. In this proposed rule release, the SEC will refer to both general solicitation and general advertising as "general solicitation."  All told, the rule proposal is 69 pages long, and you can continue reading the fine print via the access link at the end of this posting. SEC Staff Contacts. For further information, contact:  Charles Kwon, Special Counsel, or Ted Yu, Sr. Special Counsel - Office of Chief Counsel, Division of CorpFinance - at (202) 551-3500.  With respect to privately offered funds, contact: Holly Hunter-Ceci, Sr Counsel - Office of Chief Counsel, or Alpa Patel, Attorney-Adviser, Private Funds Branch, Office of IA Regulation, Division of Investment Mgmt - at (202) 551-6825 or (202) 551-6787. For further details, go to:   [SEC Proposed Rule Release No. 33-9354, 8/279/12].