General Solicitation

Unrestricted offers of securities.  This is permissible in certain limited circumstances.  For example, Rule 144A under the Securities Act provides that sales of securities under that exemption may be made only to persons reasonably believed to be qualified institutional buyers.  However, Rule 144A contains no prohibition on offers of securities to non-QIBs and even to natural persons.  Similarly, Rule 506(c) under Regulation D of the Securities Act allows for the use of general solicitation in an exempt offering, provided that all purchasers of the securities are accredited investors.  Examples of general solicitation cited under Rule 502(c) under the Securities Act include any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, and any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.