- Amendments to the "accredited investor" definition expand the categories of persons eligible to participate in private placements under Regulation D to include (i) individuals with certain professional licenses (Series 7, 65 and 82), (ii) any entity with more than $5 million in investments, (iii) knowledgeable employees of a fund in which the employee is investing and (iv) family offices and their clients.

- The amendments also expand the types of entities eligible for Rule 144A offerings and make conforming changes to other rules.

On August 26, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), to expand the types of entities and the criteria for a person to be an “accredited investor” that is eligible to participate in private placements under Regulation D. Similarly, the SEC adopted amendments to expand the types of persons who could be “qualified institutional buyers” that are permitted to acquire securities under Rule 144A under the Securities Act. Finally, the SEC conformed other references in its rules, such as “testing the waters,” the accredited investor definition in Regulation A and the requirements governing the categories of investors who must receive disclosure from broker-dealers under the “penny stock” rules.