News & Analysis as of

Securities Act of 1933 Securities and Exchange Commission (SEC) Private Funds

The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better... more +
The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better access to material information prior to investing 2) ensure that transactions are not based on fraud. In order to effectuate its dual goals, the Act requires that any offer or sale of securities is registered with the SEC. less -
BCLP

New SEC Staff Guidance on Verification of Investor Accreditation in Private Placements Involving General Solicitation

BCLP on

On March 12, 2025, the SEC staff confirmed in a no-action letter that issuers may rely on high minimum investment levels, as well as investor self-certification of accredited status, in private offerings involving general...more

BCLP

SEC Enforcement Actions for Failure to File Form D: A Wake-up Call for Startups and Private Fund Advisers

BCLP on

On December 20, 2024, the U.S. Securities and Exchange Commission (the “SEC”) issued a press release highlighting settled enforcement actions against a private fund adviser and two pre-IPO companies for failure to timely file...more

Morrison & Foerster LLP

FINRA Proposes to Modify its Communications with the Public Rule to Allow More Parties to Receive Projections and Targeted Returns

In November of 2023, FINRA made an initial rule filing with the Securities and Exchange Commission (SEC) pursuant to Exchange Act Rule 19b-4, seeking to amend FINRA Rule 2210 – Communications with the Public (the...more

Davis Wright Tremaine LLP

Investment Adviser Expectations in 2024

Like many other industries, Registered Investment Advisers ("RIAs") have dealt with significant regulatory, technological, and systemic change in recent years. Compared to FINRA-regulated entities, RIAs often face these...more

Skadden, Arps, Slate, Meagher & Flom LLP

Investment Management Update - November 2023

...SEC Adopts Amendments to Fund Names Rule - On September 20, 2023, the U.S. Securities and Exchange Commission (SEC) adopted amendments to Rule 35d-1 under the Investment Company Act of 1940 (the Fund Names Rule) as well...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

King & Spalding

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

King & Spalding on

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

Pillsbury Winthrop Shaw Pittman LLP

SEC Expands Universe of “Accredited Investors”

An expanded universe of individuals and entities will be able to participate as “accredited investors” in securities offerings as a result of recent SEC rulemaking. The SEC has expanded its definition of “Accredited...more

Sullivan & Worcester

SEC Amends Definitions of "Accredited Investor" and "Qualified Institutional Buyer"

Sullivan & Worcester on

The Securities and Exchange Commission has adopted amendments to its current rules under the Securities Act of 1933 relating to the definitions of an "accredited investor" and a "qualified institutional buyer." The amendments...more

Morrison & Foerster LLP

Marketing Private Funds To U.S. Investors — A Practical Guide For Asia-Based Managers

As the private equity (“PE”) and venture capital (“VC”) funds industry grows and matures in Asia, managers are increasingly looking to market interests in their funds to U.S.-based investors. However, many Asia-based managers...more

Sullivan & Worcester

SEC Proposes Amendments to Definitions of “Accredited Investor” and “Qualified Institutional Buyer”

Sullivan & Worcester on

The U.S. Securities and Exchange Commission (the "SEC") proposed on December 18, 2019 amendments to, among other things, its current rules under the Securities Act of 1933 (the "Securities Act") relating to the definitions of...more

Eversheds Sutherland (US) LLP

SEC proposal seeks to expand access to private funds

On December 18, 2019, the Securities and Exchange Commission (SEC) issued a proposed rule – “Amending the ‘Accredited Investor’ Definition” (the Proposed Rule) – that would expand access to private funds for certain...more

Akin Gump Strauss Hauer & Feld LLP

Investment Management Special Report - 2017-18 Compliance Developments & Calendar for Private Fund Advisers

Introduction - Despite an anticipated de-regulatory push, there are significant new regulatory concerns for investment advisers to address in connection with their annual review of their compliance manuals. ...more

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