News & Analysis as of

Disclosure Requirements Regulation D Investors

Oberheiden P.C.

Regulation A+: The Ultimate Guide from Eligibility to Compliance

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Regulation A+ has emerged as a powerful tool for companies seeking to raise capital from both accredited and non-accredited investors. This Regulation A+ Offerings Guide provides a comprehensive overview of Regulation A+,...more

Whiteford

Client Alert: New SEC Updates Simplify Accredited Investor Verification for Rule 506(c) Offerings

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On March 12, 2025, the staff of the SEC’s Division of Corporation Finance through a no-action letter and Compliance and Disclosure Interpretations (C&DIs) provided clarity on verifying “accredited investor” status under Rule...more

Mayer Brown Free Writings + Perspectives

Reiteration of Existing Principles-Based Guidance and Updated CDIs

On March 12, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) issued an interpretive letter (the “Interpretive Letter”) and...more

K&L Gates LLP

Trust But Verify (With a Minimum Investment Amount)

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On 12 March 2025, the SEC staff issued a no-action letter for offerings under Rule 506(c) of Regulation D. In the letter, the Staff concurs that an issuer will have taken “reasonable steps to verify” a purchaser’s accredited...more

DLA Piper

SEC Permits Rule 506(c) Accredited Investor Verification with Self-Certification

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The US Securities and Exchange Commission (SEC) has published no-action guidance providing clarity to issuers relying on Rule 506(c) of Regulation D – an exempt offering pathway that permits issuers to publicly advertise an...more

Cozen O'Connor

SEC Staff Releases Updated Guidance on Private Offerings Involving General Solicitation

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On March 12, 2025, the staff of the Securities and Exchange Commission (SEC) issued a series of updates to the Securities Act Rules Compliance and Disclosure Interpretations (C&DIs), primarily affecting exempt offerings under...more

Akin Gump Strauss Hauer & Feld LLP

SEC Staff Provides Guidance on Private Offerings to Accredited Investors That Permit General Solicitation and Other Exemptions

On March 12, 2025, the U.S. Securities and Exchange Commission (SEC)’s Division of Corporation Finance (SEC Staff) published new and revised Compliance and Disclosure Interpretations (C&DIs) regarding private offering...more

Bressler, Amery & Ross, P.C.

SEC Staff Provides Additional Guidance on Verification Requirement for 506(c) Offerings

On March 12, 2025, the SEC’s Division of Corporation Finance issued guidance affirming that issuers in a 506(c) offering could reasonably be considered to have properly "verified" an investor's accredited status based simply...more

DarrowEverett LLP

Less Red Tape, More Capital? SEC Clarifies 506(c) Verification Rules

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On March 12, 2025, the Securities and Exchange Commission (“SEC”) issued a significant no-action letter clarifying the use of high minimum investment amounts as a method for verifying accredited investor status under Rule...more

Cooley LLP

Corp Fin issues new and revised Securities Act CDIs—primarily Reg A and Reg D

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Corp Fin has just issued a slew of new and revised CDIs regarding the Securities Act and related rule and forms—primarily Reg A and Reg D. Some are updates that relate back to the 2020 amendments designed to harmonize and...more

Buchalter

SEC Issues Modified CDI's on Private Placements and Offering Exemptions

Buchalter on

On March 12, 2025, the SEC dropped a massive amount of changes to their Compliance and Disclosure Interpretations (CDI’s) related to Regulation D and other forms of exempt offerings, including clarification (and flexibility!)...more

Oberheiden P.C.

Section 4(a)(2): Private Placement Ultimate Guide

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Section 4(a)(2) private placements can help companies raise capital without an Initial Public Offering (IPO). While exempt from registration, these offerings do require strict compliance to avoid legal pitfalls. Companies...more

Vicente LLP

Raising Capital for Your Business: Why Companies Should Avoid Non-Accredited Investors

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When raising capital, startups and growing businesses must choose among various terms, structures, filings, and investor types. One decision—whether to include unaccredited investors—should be straightforward. For the reasons...more

Woods Rogers

Real Estate Syndications: Legal Considerations for Syndicators (and Investors)

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Real estate syndication involves pooling funds from multiple investors to finance a real estate project. While syndication can be a profitable investment strategy, it also comes with various legal considerations and potential...more

Bowditch & Dewey

Is Crowdfunding for You?

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Starting a new brewery takes money. Is crowdfunding the way to raise the funds you need? Crowdfunding allows a company to raise money online without registration under securities laws. There are other exemptions from...more

Troutman Pepper

Crowdfunding Regulations

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On October 30, 2015, the Securities and Exchange Commission (SEC) adopted final crowdfunding rules. More than two years after the publication of the proposed crowdfunding rules, the SEC approved regulations that permit...more

Ballard Spahr LLP

SEC Issues Final Rule on Crowdfunding, Proposes Amendments to Existing Rules to Facilitate Small Business Capital Raising

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Last week, the U.S. Securities and Exchange Commission (SEC) adopted the final rule permitting crowdfunding, permitting investors to purchase securities over the Internet using a crowdfunding exchange, on October 30, 2015....more

Goulston & Storrs PC

What's Market? Update: Securities

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Amendments to Regulation A adopted by the SEC to comply with a mandate in the JOBS Act took effect on June 19, 2015. Regulation A as amended (often referred to as “Regulation A+”) expands the maximum aggregate amount that...more

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