Regulation D

News & Analysis as of

Agenda Announced for SEC Advisory Committee on Small and Emerging Companies Meeting

The SEC has announced the agenda for its May 18 meeting of the Advisory Committee on Small and Emerging Companies. The meeting will focus on the definition of “accredited investor”, where the recent SEC staff report will be...more

Regulation Crowdfunding: Worth the Wait?

You’ve been waiting more than four years since Congress passed the JOBS Act to use equity crowdfunding to raise capital for your company. On May 16, 2016, the SEC’s final crowdfunding rules under the Securities Act of 1933...more

SEC Opinion Examines Reasonable Belief and Accredited Investor Status

The SEC opinion In the Matter of Joseph P. Doxey examines compliance with Rule 506 in an alleged unlawful offering of stock totaling $57,654. The administrative law judge on summary disposition determined that Mr. Doxey...more

The CATO Institute Assesses the Effectiveness of the JOBS Act

On May 3, 2016, the CATO Institute published a policy paper titled, “A Walk Through the JOBS Act of 2012: Deregulation in the Wake of Financial Crisis,” which assesses the JOBS Act and offers certain policy recommendations. ...more

The Equity Crowdfunding Rules: What You Need to Know

The SEC’s equity crowdfunding rules finally go into effect this month almost four years after Congress passed the JOBS Act, requiring the relaxing of certain rules on raising funds. So what does equity crowdfunding actually...more

SEC Waivers with Strings Attached: the Wave of the Future?

The SEC recently attached potentially precedent-setting conditions to a waiver from certain automatic disqualifications under the federal securities laws. Without such waivers, defendants that settle securities law...more

BNA Insights: Regulation Crowdfunding and Small Businesses: A Match Made in SEC-Regulated Heaven?

The Dawn of a New Era in Capital Formation - The need for crowdfunding regulation became apparent after the Securities and Exchange Commission issued a cease and desist order to stop a crowdfunding effort by two men...more

House of Representatives Passes the HALOS Act; Fair Access to Investment Research Act of 2016 is Introduced

On April 27, 2016, the House of Representatives passed the Helping Angels Lead Our Startups Act (H.R. 4498) (the “HALOS Act”), which was first introduced on April 16, 2015. The HALOS Act directs the SEC to amend Regulation D...more

HALOS Act Passes Vote in U.S. House of Representatives

After a floor debate during which lawmakers on both sides of the aisle traded dueling press releases, the U.S. House of Representatives voted 325-89 in favor of the Helping Angels Lead Our Startups (HALOS) Act, on April 27,...more

Private Placements: A Primer

A private equity offering or “private placement” of securities is the process of offering and selling securities to prospective investors without first registering the securities with the U.S. Securities and Exchange...more

Congress Moves to Expand Definition of “Accredited Investor” Under Regulation D

In an era where Congress and the Securities and Exchange Commission (“SEC”) have been working to break down barriers to investment and equity development, it only makes sense a new bill currently wending its way through the...more

Attention Start-Ups! Possible Revisions to “Accredited Investor”

On December 18, 2015, the staff of the U.S. Securities and Exchange Commission (the “Commission”) issued its report reviewing the definition of “accredited investor” under Rule 501 of Regulation D to the Securities Act of...more

Capital Formation Legislative Update

On March 22, 2016, Congressman French Hill introduced a bill, HR 4831, that would amend the 100-holder restriction on S corporations in the limited case of shares acquired through crowdfunded offerings or Regulation A...more

2016 Venture Capital Report

The 2016 Venture Capital Report provides an in-depth analysis of, and outlook for, the US and European venture capital markets. The report features industry and regional breakdowns, and a look at trends in venture capital...more

Newly Codified Exemption for Private Resales of Securities

On December 4, 2015, the Fixing America’s Surface Transportation Act (the FAST Act) was signed into law. While the FAST Act primarily dealt with transportation and infrastructure improvements, it included a new subsection to...more

Recent Developments Relating to the Definition of “Accredited Investor”

When is an individual an “accredited investor” under the Securities Act of 1933? H.R. 2187, the Fair Investment Opportunities for Professional Experts Act, which recently passed in the House of Representatives, may broaden...more

House Committee on Financial Services Reports Favorably on the HALOS Act

United States Representative Steve Chabot of Ohio first introduced the Helping Angels Lead Our Startups Act (the “HALOS Act”) on February 9, 2016. Less than a month later, on March 2, 2016 the House Committee on Financial...more

SEC Review of the Definition of an Accredited Investor

At the Practising Law Institute’s SEC Speaks program held on February 19-20, SEC staff members and representatives of the Division of Corporation Finance addressed the Report on the Review of the Definition of “Accredited...more

Finding Some Additional Issues While Fundraising

So, your start-up had some difficulties raising money from venture capital funds and you think now it is time to gain access to a broader group of potential investors. Hiring a finder is a great way to tap into a larger...more

SEC Speaks Commentary

Chair White delivered opening remarks at today’s Practising Law Institute SEC Speaks program. During Chair White’s remarks, she commented on the Commission’s rulemakings in 2015 and provided some insight on the Commission’s...more

FINRA and the SEC Issue 2016 Examination Priorities Targeting EB-5 Program

Earlier this month, both the Securities and Exchange Commission’s (SEC) Office of Compliance Inspections and Examinations (OCIE) and the Financial Industry Regulatory Authority (FINRA) included the EB-5 Immigrant Investor...more

CFIRA Offers Its Comments To SEC On Proposed Regulatory Changes

As you are probably aware, the SEC is currently considering sweeping changes to some of the most long-standing rules and regulations governing private transactions. These changes include fundamental revisions of both Rule...more

SEC Issues Report on Review of “Accredited Investor” Definition

On December 18, 2015, the Securities and Exchange Commission (the “SEC”) issued a report evaluating the definition of “accredited investor” as part of its obligations under the Dodd-Frank Wall Street Reform and Consumer...more

The FAST Act, New Section 4(a)(7), and Section 4(a)(1½)

The new private resale safe harbor is unlikely to gain traction in private offerings of asset-backed securities. On December 4, 2015, US President Barack Obama signed into law the Fixing America’s Surface Transportation...more

SEC Issues Staff Report on Accredited Investor Definition

On December 18, the Securities and Exchange Commission issued a staff report (the “Report”) on the definition of “accredited investor” set forth in Rule 501(a) of Regulation D under the Securities Act of 1933. The Dodd-Frank...more

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