SEC Proposes Liberalization of Private Placement Requirements


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


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


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.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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