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Exclusive: SecondMarket gets a second life

July 10, 2013: 10:17 AM ET

No-Soliciting-Sign-K-7506General solicitation is coming, and that means big things for SecondMarket.

FORTUNE -- The Securities & Exchange Commission this morning will vote on a proposed rule that would permit general solicitation by private-market issuers, including private equity funds. And if they approve the rule, expect SecondMarket to flip the switch on a stealthy new general solicitation platform that would include investor accreditation verification solutions.

For the uninitiated, private equity funds currently are not allowed to publicly discuss fundraising efforts. Ditto for hedge funds, VC funds and other private market issuers (including startups). Last year's JOBS Act sought to change that, but the SEC had dragged its feet until this morning. If the new rule is approved (as is expected), funds would be able to openly speak to reporters, advertise, etc.

But it's important to realize that with great publicity comes some greater responsibility. For firms that choose to generally solicit, they no longer would be allowed to just "check the box" for accredited investors. Instead, they would be required to take "reasonable steps" to verify accreditation. A non-exclusive list of those steps is expected to be published.

What SecondMarket is looking to do is provide those accreditation solutions, by being the one that seeks and uploads tax returns and/or bank account records that validate an investor's status. The platform also would provide online closing solutions (including subscription docs, escrow, etc.) and new versions of the discovery and data room solutions that it already uses for existing products like private share trading. Issuers would pay a set-up fee and then a per-investor fee.

I realize that this is coming across as a bit of an advertisement, but that isn't the intent. Instead, it's to point out how the SEC's vote could have immediate impact – rather than a slow rollout as firms and service providers begin to adapt to the new rules. As we've reported previously, certain fund managers already have created advertisements for when they get the green light.

It also may represent a second life for SecondMarket – a company many people expected to disappear once Facebook (FB) shares began trading publicly. CEO Barry Silbert says that he does not believe any other companies are currently developing such a platform, and that SecondMarket may be used for accreditation verification by third-party crowd-funding sites. He also expects that the earliest adopters are likely to be private equity funds, rather than VC funds or startups.

"It's not something most people want to do, but it's something that needs to be done for issuers who generally solicit," Silbert explains.

UPDATE: The SEC Commissioners have indicated a 4-1 vote in favor of ending the general solicitation ban.

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About This Author
Dan Primack
Dan Primack
Senior Editor, Fortune

Dan Primack joined Fortune.com in September 2010 to cover deals and dealmakers, from Wall Street to Sand Hill Road. Previously, Dan was an editor-at-large with Thomson Reuters, where he launched both peHUB.com and the peHUB Wire email service. In a past journalistic life, Dan ran a community paper in Roxbury, Massachusetts. He currently lives just outside of Boston.

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