Corporate Law Bulletin, August 8, 2007
On August 3, 2007, the Securities and Exchange Commission (“SEC”) proposed a series of actions which, for
the most part, would have the effect of liberalizing private placement requirements. The proposed actions
would modify the safe harbor for private placements provided by Regulation D as follows:
Creation of a new safe harbor for offerings to “Large Accredited Investors” where limited publicity would
be permitted in the offering
A modest expansion and clarification of the categories of investors who would qualify as “Accredited
Investors”
Addition of inflation adjustments to increase over time the minimum standards for Accredited Investors
and Large Accredited Investors
Shortening from six months to 90 days the time needed between private placements to avoid
integration
Implementation of a modified statutory disqualification provision which would prevent companies with a
history of certain legal problems from taking advantage of any of the safe harbors provided by
Regulation D
In addition, although not a rule proposal, the SEC provided important guidance which may facilitate private placements after a registration statement has been filed by an issuer.
In its Release (#33-8828), the SEC seeks comments on these proposals, as well as a number of other prospective changes to Regulation D. Comments are due on or before October 9, 2007.
Please see full publication below for more information.