How can small issuers find potential investors and stay within the confines of federal securities laws? That is a perplexing question given the very strong prohibitions against advertising and solicitation found in SEC rules and no-action letters. What the registration exemptions purport to give with one hand, i.e. ability to raise capital without the cost and delay of registration, the anti-solicitation rules take away with the other. These rules need to be lifted or modified if small businesses are to have a viable opportunity to seek potential investors.
Stuart R. Cohn, Securities Markets for Small Issuers: The Barrier of Federal Solicitation and Advertising Prohibitions, 38 Fla. L. Rev. 1 (1986), available at http://scholarship.law.ufl.edu/facultypub/430