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School of Law
1045 W. Maple St.
Robert A. Leflar Law Center
Waterman Hall
University of Arkansas
Fayetteville, AR 72701

Phone: (479) 575-5601

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University of Arkansas School of Law

Arkansas Law Notes

Securities

The (Limited) Allure of Delaware

Delaware is known as “The First State” for its primacy in adopting the United States Constitution in 1787.[2] More recently, Delaware has become the first state of U.S. corporations, despite being the second smallest state in terms of territory and the sixth least populous state.[3] Why is Delaware the most attractive jurisdiction for incorporation? This piece will discuss the unique blend of law, institutions, and reputation that have combined to make Delaware the most sought after jurisdiction for corporate enterprise, and will consider what that means for Arkansas legal practitioners and lawmakers.

SEC Lifts Ban on General Solicitation, Adopts “Bad Actor” Rules and Proposes Changes to Regulation D and Form D

On July 10, 2013, the Securities Exchange Commission (“SEC”) adopted and released a number of highly anticipated amendments to Rule 506 of Regulation D of the Securities Act of 1933, as amended, that (i) effectively lift the ban on general solicitation and general advertising of securities in certain private offerings under Rule 506, as mandated by Section 201(a) of the Jumpstart Our Business Startups Act (the “JOBS Act”), and (ii) disqualify securities offerings involving certain “bad actors” from relying on the exemption under Rule 506, as mandated by Section 926 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank”).[2]

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