???There is not a lot of S.E.C. guidance in this area,??? said Udi Grofman, a lawyer at Schulte Roth & Zabel who specializes in private offerings. ???While the S.E.C. has offered some guidance on what constitutes general solicitation or advertisement, the question of whether the issuer or anyone on its behalf tries to create ???hype??? or interest in the offering is very fact-specific.??? [...]