Howard Z. Gopman & Associates, Ltd.

Attorneys and Counsellors at Law



Our firm assists small businesses in raising capital through private placements and public offerings.

The Securities and Exchange Commission has recently adopted a new Rule 506(c). The new Rule allows the issuer or seller of a private placement to engage in general solicitation provided that all purchasers of the securities are accredited investors and the issuer takes reasonable steps to verify that such purchasers are accredited investors. The amendment to Rule 506 also includes a non-exclusive list of methods that issuers may use to satisfy the verification process for purchasers who are natural persons. Form D was also revised to require issuers to indicate whether they are relying on the provisions that permit general solicitation in Rule 506 offerings.

The SEC also adopted another amendment to Rule 506 to disqualify issuers and other market participants from relying on Rule 506 if “felons and other “bad actors” are participating in a Rule 506 offering.

Many small businesses could benefit from what is called a SCOR Offering. This is a Small Company Offering Registration. It is possible to effect these SCOR Offerings in many states. A SCOR Offering will permit a company to raise up to $1,000,000 in the sale of capital stock without registering with the U.S. Securities and Exchange Commission.

If you are interested in finding out more about a SCOR Offering or a private placement, please call us to arrange for an initial consultation.