As anticipated, on January 25, 2011, the Securities and Exchange Commission (the “SEC”) proposed amendments to the accredited investor standards in its rules under the Securities Act of 1933, as amended (the “Securities Act”), to reflect the requirements of Section 413(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).1 The SEC also proposed technical amendments to Form D and a number of rules to conform the language in the rules to the language of Section 413(a) and to correct cross-references to former Section 4(6) of the Securities Act, which was renumbered Section 4(5) by Section 944 of the Dodd-Frank Act.

We discuss the background, the proposed amendments to the accredited investor standards, and possible future SEC rulemaking below.