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Accredited Investors Private Placements

Accredited Investors are a class of investors whose purchases are exempt from certain SEC registration requirements. Rule 501 of Regulation D lists eight categories of investors that qualify as accredited... more +
Accredited Investors are a class of investors whose purchases are exempt from certain SEC registration requirements. Rule 501 of Regulation D lists eight categories of investors that qualify as accredited investors.  less -
Gordon Rees Scully Mansukhani

SEC No-Action Letter and Compliance Guidance Establish New Accredited Investor Verification Standard

In response to a request for no-action submitted by the law firm Latham & Watkins on March 12, 2025 (No-Action Letter), the Securities and Exchange Commission (SEC) Division of Corporation Finance’s staff (Staff) provided new...more

Bradley Arant Boult Cummings LLP

SEC Issues Guidance on Accredited Investor Verification

The staff of the U.S. Securities and Exchange Commission (SEC) recently released a no action letter addressing when accredited investor status for purposes of Rule 506(c) of Regulation D can be established by a representation...more

Oberheiden P.C.

FAQs: 144A Resales vs. Regulation D Private Placements

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Rule 144A and Regulation D offer exemptions from federal securities registration requirements under the Securities Act of 1933. However, they apply to different situations, and overseas companies must follow distinct...more

Oberheiden P.C.

FAQs About Private Placement Bonds

Oberheiden P.C. on

Just as with private placements of equity, issuing bonds privately requires careful attention to federal law. Bonds are usually classified as "securities," triggering various regulatory requirements. Companies pursuing this...more

Oberheiden P.C.

Private Placement Debt Offerings: An Ultimate Guide

Oberheiden P.C. on

Private placement debt offerings offer a compelling alternative to traditional lending for many companies. The legal landscape governing these transactions involves key statutes, regulations, and the critical steps required...more

Oberheiden P.C.

Frequently Asked Questions About Regulation D Private Placements

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Federal Securities Lawyer and Founding Attorney of Oberheiden P.C., Dr. Nick Oberheiden, answers FAQs about private placements under Regulation D....more

Proskauer Rose LLP

SEC Eases Verification Burdens in Rule 506(c) Offerings

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The SEC’s Division of Corporation Finance recently issued an interpretive letter providing additional insight as to what constitutes “reasonable steps” to verify an investor’s accredited investor status under Rule 506(c) of...more

Foley & Lardner LLP

No Action Letter – Regulation D Rule 506(c)

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The SEC now permits public marketing of private placements, without burdensome investor wealth verification requirements, if the investment is big enough. On March 12, 2025, the U.S. Securities and Exchange Commission (SEC)...more

Latham & Watkins LLP

FAQs on the Latham Letter for Exempt Offerings with General Solicitation Under Rule 506(c)

Latham & Watkins LLP on

On March 12, 2025, Latham obtained SEC Staff guidance on the use of general solicitation in private placements. The guidance unlocks the full potential of Regulation D Rule 506(c) by clarifying that issuers may satisfy the...more

Amundsen Davis LLC

Private Placement – State and Federal Law Considerations

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Private placements can be a great resource for companies to raise capital in the current economic environment. They are cost effective in comparison to public offerings and provide greater decision-making latitude to current...more

Ward and Smith, P.A.

Alternatives to Registering a Security Offering

Ward and Smith, P.A. on

There are many ways for a company to raise capital.  Two common ways are for the principals to inject their own cash or arrange for the company to borrow it. But most banks are unwilling to lend to a company that does not...more

Eversheds Sutherland (US) LLP

Significant, Proposed Limitations on IRA Investments Included in House Legislation

On September 27, 2021, the Build Back Better budget reconciliation legislation was introduced in the House of Representatives (the Legislation), which includes numerous revenue raisers and other tax-related changes. While...more

Husch Blackwell LLP

Modernizing The Private Placement Framework: A Summary Of Recent SEC Rulemaking

Husch Blackwell LLP on

The Securities and Exchange Commission (SEC) recently published extensive rules aimed toward modernizing aspects of the private placement framework of the federal securities laws. On January 14, 2021, the Final Rules were...more

The Rodman Law Group, LLC

SEC Tries (and Fails) to Expand the Private Markets

On August 26, the U.S. Securities and Exchange Commission (“SEC”) announced several changes to the “accredited investor” definition, adding new categories of the eligible individual and corporate candidates for private...more

Jones Day

SEC Expands Accredited Investor and Qualified Institutional Buyer Categories

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The Situation: The term "accredited investor" under the Securities Act of 1933 ("Securities Act") is used to establish the eligibility of investors to participate in offerings conducted under the most frequently used private...more

Troutman Pepper Locke

Using Regulation D Rule 506(c) to Raise Capital

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Raising investment capital through private offerings has always been a challenge, especially for new and emerging investment managers. COVID-19 has exasperated this challenge by significantly limiting traditional means of...more

Downs Rachlin Martin PLLC

Expanding the “Accredited Investor” Definition

SEC expands definition of "accredited investor", granting startups and growing companies easier access to capital - The United States Securities and Exchange Commission (the “Commission”) adopted a new rule on August 26,...more

Akin Gump Strauss Hauer & Feld LLP

SEC Revises Accredited Investor Standard

- Amendments to the "accredited investor" definition expand the categories of persons eligible to participate in private placements under Regulation D to include (i) individuals with certain professional licenses (Series 7,...more

Neal, Gerber & Eisenberg LLP

New Accredited Investor Rules Will Expand Eligibility for Private Fund Investments

On August 26, 2020, the SEC adopted several changes to expand the definition of an “accredited investor.” For the first time, a new category will enable natural persons to qualify as accredited investors based upon their...more

Allen Matkins

Securities & Exchange Commission Modernizes The Definition Of "Accredited Investor"

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On August 26, 2020, the Securities and Exchange Commission (the SEC) adopted modernizing amendments to the definition of “accredited investor” in Rule 501(a) of Regulation D (Rule 501(a)) to add new categories of qualifying...more

Buchalter

SEC Amends Definition of Accredited Investor

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On August 26, 2020, the Securities and Exchange Commission (SEC) adopted long anticipated amendments to the “accredited investor” definition. The SEC said that the amendments are intended to update and improve the definition...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

Katten Muchin Rosenman LLP

Corporate & Financial Weekly Digest, Featuring the Articles on LIBOR-Transition Relief and New CFTC Rules for DCOs, Swap Dealers

SEC/CORPORATE - SEC Announces Proposed Amendments to the Definitions of “Accredited Investor” and “Qualified Institutional Buyer” - On December 18, the Securities and Exchange Commission voted to propose amendments...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

Eversheds Sutherland (US) LLP

In tune with the SEC - staff continues dialogue on harmonizing private exemptions

On June 18, 2019, the Securities and Exchange Commission (the “SEC”) issued a concept release (the “Release”) on ways to “simplify, harmonize, and improve the exempt offering framework to expand investment opportunities while...more

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