The Securities and Exchange Commission’s Investor Advisory Committee will meet on September 21, 2023 and has announced its agenda for the meeting, which includes consideration of certain matters that are included on the SEC’s rulemaking agenda for this fall.
For example, the Committee will host a panel discussion regarding Rule 506 offerings. The agenda notes that Rule 506 offerings have become the primary way private companies and funds raise capital, dwarfing the amount and size of registered public offerings. Panelists will examine the consequences to investors flowing from this expansion of the Rule 506 exempt markets, explore any potential changes that could “improve information asymmetry and supervision in this vast landscape of exempt offerings, and provide better investor protection for retail investors while still allowing small issuers to raise capital responsibly and efficiently.” Unclear what information asymmetry is referred to in the agenda, but, presumably this harkens back to public remarks made by certain SEC representatives regarding Form D and Regulation D offerings.
That panel will be followed by another panel discussion on the “accredited investor” definition. The agenda notes that session will review the origins and intent of the “accredited investor” definition and consider whether the “accredited investor” qualifications remain fit-for-purpose. The panel will explore whether updates to the rule may be necessary to ensure that the SEC can balance the needs of investors through its tripartite mission of investor protection, ensuring fair, orderly, and efficient markets, and facilitating capital formation. The accredited investor definition was recently amended and the SEC recently conducted a study on the definition. Hard to see that much would have changed in the short period of time that has elapsed since the amendments.
Finally, and not related to private placements, the Committee will discuss a recommendation to the SEC regarding Human Capital Management Disclosure, which was put forth at an earlier meeting and can be found here.
The full agenda with the speakers and materials can be accessed here.