The Regulatory Vortex for Private Placements

16 Pages Posted: 19 Sep 2017 Last revised: 19 Oct 2017

See all articles by Manning G. Warren

Manning G. Warren

University of Louisville - Louis D. Brandeis School of Law

Date Written: July 1, 2017


This article addresses the array of regulatory exemptions from federal registration requirements under the Securities Act of 1933. The author briefly describes those exemptions and then discusses what he has identified as the regulatory vortex that drives the overwhelming majority of private placement issuers to utilize the Rule 506(b) exemption. Based on extensive survey data, the author examines the primary factors that leave issuers and their attorneys reluctant to employ the newly created Rule 506(c) exemption. The article concludes that a combination of these reluctance factors dissuade users from relying on Rule 506(c) and instead strengthen the preference for the 506(b) exemption, despite the fanfare with which Congress recently passed the new rule.

Keywords: Private Placements, Securities Registration, Regulatory Exemptions, Covered Securities, Vortex

Suggested Citation

Warren, Manning G., The Regulatory Vortex for Private Placements (July 1, 2017). 45 Securities Regulation Law Journal 9 (2017), University of Louisville School of Law Legal Studies Research Paper Series No. 2017-9, Available at SSRN:

Manning G. Warren (Contact Author)

University of Louisville - Louis D. Brandeis School of Law ( email )

Wilson W. Wyatt Hall
Louisville, KY 40292
United States

Here is the Coronavirus
related research on SSRN

Paper statistics

Abstract Views
PlumX Metrics