Regulation D/Form D Proposed Amendments


On the same day that the SEC adopted changes to Rule 506 and Rule 144A in order to relax the prohibition against general solicitation, the SEC proposed for comment amendments to Form D, Regulation D and Rule 156.  These proposed rules were met with an extraordinary number of comments given that many felt that the proposed changes to the Form D filing requirements and the proposed changes to the content requirements of Form D would impose significant burdens on issuers.  However, in recent weeks, the tide seems to have turned.  Some commentators have called on the SEC to take action to move forward with the proposed rules.  For example, in a speech (available here:, Commissioner Aguilar focused on investor protection concerns.  He stated that:  “It is now almost five months since those proposals were issued for public comment.  I urge the Commission to move forward promptly to adopt the proposed rules. Doing so will not only provide a number of important investor protections that were unjustifiably omitted when the general solicitation rule was adopted, it will also provide the Commission’s staff with the necessary tools to assess whether that change has actually had the desired effect on capital formation. Every day these proposals are not adopted is another day that investors face greater harm.”  Similar views were expressed in a comment letter from Senator Levin to the Commission (available here: regarding the proposed amendments.  Senator Levin’s letter suggests that the SEC impose requirements beyond those contained in the proposed amendments.  Could this be a sign of things to come?

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