News & Analysis as of

Limited Liability Company (LLC) Securities Act of 1933

Lippes Mathias LLP

How to Motivate Your Team with Equity Compensation: What Startup Companies Need to Know

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Cash-strapped startup companies often find themselves looking for creative ways to engage and retain qualified people. One common way is to offer different types of equity compensation. ...more

Farella Braun + Martel LLP

SEC Expands Definition of “Accredited Investor” – Here Are 5 Key Takeaways

The SEC recently adopted amendments to Rule 501(a) of Regulation D of the Securities Act of 1933 that expand the definition of “accredited investor” by adding new categories of eligibility based on professional knowledge,...more

Winstead PC

SEC Adopts Amendments to “Accredited Investor” Definition

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The Securities and Exchange Commission (the “SEC”) recently adopted amendments to the definition of “accredited investor,” which will permit a wider range of investors to participate in certain private offerings. The amended...more

Hinshaw & Culbertson LLP

SEC Updates Definition of Accredited Investor to Facilitate More Participation in Private Offerings

For the first time since 2011, the Securities and Exchange Commission (SEC) has amended the definition of "accredited investors" under Rule 501(a) of Regulation D, promulgated under the Securities Act of 1933, as amended....more

Dorsey & Whitney LLP

SEC Updates Accredited Investor and Qualified Institutional Investor Definitions

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On August 26, 2020, the Securities and Exchange Commission (the “Commission”) adopted amendments to update the definition of “accredited investor” in the Commission’s rules governing certain kinds of private securities...more

Eversheds Sutherland (US) LLP

Expansion of the pool of accredited investors 

On August 26, 2020, the US Securities and Exchange Commission (the SEC) adopted amendments to Rule 215 and Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the Securities Act), which...more

Tonkon Torp LLP

SEC Expands Definition of Accredited Investor

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In an effort to expand investment opportunities in private companies, on August 26, 2020, the Securities and Exchange Commission adopted amendments to the definition of an “accredited investor.” The amendments expand the...more

Coblentz Patch Duffy & Bass

SEC Expands Accredited Investor Definition to Increase Participation in Private Offerings

On August 26, 2020, the Securities and Exchange Commission (SEC) adopted new final rules intended to modernize the existing rules, and provide additional flexibility for certain entities and individuals the SEC deems...more

Morrison & Foerster LLP

SEC Adopts Amendments To Accredited Investor And Qualified Institutional Buyer Definitions

On August 26, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to the definitions of “accredited investor” in Rule 501(a) under Regulation D and “qualified institutional buyer” in Rule 144A under the...more

King & Spalding

SEC Opens Private Capital Markets to New Investors by Expanding Accredited Investor Definition

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On August 26, 2020, the Securities and Exchange Commission (SEC) adopted an expanded definition of “accredited investor” in Rule 501(a) under the Securities Act of 1933, as amended (Securities Act). Part of an effort “to...more

K&L Gates LLP

Summer's Over, but the Pool Is Open: SEC Expands the Definition of Accredited Investor

K&L Gates LLP on

INTRODUCTION - On 26 August 2020, the U.S. Securities and Exchange Commission (the SEC) adopted amendments to Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the Securities Act), which...more

Foley & Lardner LLP

SEC’s Expanded Definition of “Accredited Investor” and Related Amendments Creates New Opportunities for Investors and Issuers

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On Wednesday, August 26, 2020, the Securities and Exchange Commission (the “SEC”) changed the investment landscape as we know it by modestly relaxing the eligibility rules for investment in private offerings. The Adopting...more

Snell & Wilmer

SEC Expands Accredited Investor Definition

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On August 26, 2020, the U.S. Securities and Exchange Commission (SEC) adopted changes to expand its longstanding definition of “accredited investor.” The changes are the culmination of efforts by the SEC that began with its...more

K&L Gates LLP

SEC Adopts Amendments to Expand Definition of Accredited Investor

K&L Gates LLP on

Introduction - On 26 August 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (Securities Act), which expand the...more

Lowenstein Sandler LLP

SEC Expands The Accredited Investor Definition

On August 26, 2020, the Securities and Exchange Commission (SEC) adopted amendments (the Amendment) to the “accredited investor” definition to broaden the category of potential investors in private offerings of securities...more

Perkins Coie

SEC Adopts Amendments to Expand Accredited Investor Definition

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The U.S. Securities and Exchange Commission adopted amendments on August 26, 2020, to update the definition of “accredited investor” in Rule 501(a) of the Securities Act of 1933. The amendments will allow more investors to...more

Foley Hoag LLP

SEC Amends “Accredited Investor” Definition

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On August 26, 2020, the Securities and Exchange Commission (“SEC”) amended the definition of “accredited investor,” one of the principal tests for determining eligibility for participation in private placements of securities....more

Baker Donelson

SEC Expands the "Accredited Investor" Definition to Cover Additional Categories of Individuals and Entities

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The Securities and Exchange Commission (Commission) last week adopted amendments to Rule 501(a) (Rule) of Regulation D under the Securities Act of 1933, as amended (Act), to add additional categories of individuals and...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Expands Accredited Investor Definition To Allow More Participation in Private Offerings

On August 26, 2020, the Securities and Exchange Commission (SEC) adopted amendments to expand the definition of “accredited investor” in Rule 215 and Rule 501(a) of Regulation D promulgated under the Securities Act of 1933,...more

Troutman Pepper

SEC Amends “Accredited Investor” Definition

Troutman Pepper on

On August 26, the U.S. Securities and Exchange Commission (SEC) adopted amendments expanding the definition of “accredited investor” to allow additional categories of investors to invest in unregistered private offerings. The...more

Dechert LLP

SEC Proposes Amendments to Update Accredited Investor and Qualified Institutional Buyer Definitions

Dechert LLP on

The U.S. Securities and Exchange Commission on December 18, 2019 approved for publication a rulemaking proposal (Proposal) to: amend the definition of “accredited investor;” introduce additional qualification methods; codify...more

Sullivan & Worcester

SEC Proposes to Update Accredited Investor and Qualified Institutional Buyer Definitions

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The SEC today proposed amendments to the definition of “accredited investor,” one of the principal tests for who is eligible to participate in exempt private placements of securities. According to the SEC, the proposed...more

Allen Matkins

How Close A Relation Is Section 25110 To Section 12(a)?

Allen Matkins on

Section 12(a) of the Securities Act of 1933 covers two types of civil liability. Section 12(a)(1) concerns violations of Section 5 which imposes registration and prospectus delivery requirements on the offer and sale of...more

Allen Matkins

When An LLC Interest Is A Security

Allen Matkins on

Yesterday's post concerned U.S. District Court Judge Cynthia Ann Bashant's recent ruling that a plaintiff had failed to plead adequately the existence of a security. D.R. Mason Constr. Co. v. GBOD, LLC, 2018 U.S. Dist. LEXIS...more

Allen Matkins

Are Limited Liability Companies “Persons”?

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Limited liability companies did not exist when Congress enacted the Securities Act of 1933 and the Securities Exchange Act of 1934. Therefore, it should be no surprise that as originally enacted, these acts did not mention...more

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