PT - JOURNAL ARTICLE AU - Joseph W. Bartlett TI - If General Solicitation Compromises the Private Placement Use of § 4(2) AID - 10.3905/jpe.2006.635431 DP - 2006 May 31 TA - The Journal of Private Equity PG - 64--72 VI - 9 IP - 3 4099 - https://pm-research.com/content/9/3/64.short 4100 - https://pm-research.com/content/9/3/64.full AB - In the application of the Securities Act of 1933 (the '33 Act) on private placements, many are justifiably confused by the contradictions and inconsistencies currently fogging the rules that exempt so-called private offerings of securities in the United States from the necessity of registering the issuance under Section 5 of the '33 Act. Under certain circumstances, it is possible to suspend the offering process following the offending puffery—the “general solicitation”—for the duration of a “cooling-off period,” allowing the effects of the solicitation to dissipate and the placement process to resume after a time-out, so to speak. There are, however, placements that are not easily cooled off. Using a hypothetical example, this article discusses various facets of the problem, as well as potential solutions.TOPICS: Private equity, exchanges/markets/clearinghouses, portfolio construction