News & Analysis as of

Private Funds Securities and Exchange Commission (SEC) Accredited Investors

Lowenstein Sandler LLP

Democratization of VC funds

At least once or twice per year, a prospective client will call with the greatest new idea—launch a venture fund for everyone. Open up potential fundraising by appealing to moderate-income people. Why hasn’t anyone thought of...more

Robinson Bradshaw

SEC Guidance Increases Opportunity for 506(c) Offerings by Fund Sponsors

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On March 12, 2025, the Securities and Exchange Commission (SEC) issued a No-Action Letter (NAL) that clarified and expanded the definition of “reasonable steps” an issuer must take when making an offering under Rule 506(c)....more

Woodruff Sawyer

Expanding Retail Investor Access to Private Funds: A Spider-Man Problem

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Private funds could be facing a Spider-Man problem. Let me explain. Because he was bitten by a radioactive spider, Spider-Man has superpowers. He can jump really high. He can shoot webs from his hands. When his...more

Kohrman Jackson & Krantz LLP

SEC’s New Guidance on General Solicitation Eases Accredited Investor Verification for Private Funds

Last month, the SEC issued a No Action Letter interpreting Rule 506(c) that effectively provides a streamlined path for private fund sponsors to conduct an exempt general solicitation offering pursuant to Regulation D of the...more

Eversheds Sutherland (US) LLP

SEC Staff eases Rule 506(c) verification with high-minimum investment approach

On March 12, 2025, the Securities and Exchange Commission issued a significant No-Action Letter, providing clarity on how issuers can satisfy the “reasonable steps” requirement for verifying accredited investor status in Rule...more

Vedder Price

SEC Staff No-Action Letter Allows Issuers to Rely on High Minimum Investment Amounts to Verify Purchasers in Rule 506(c) Offerings

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On March 12, 2025, the staff of the Securities and Exchange Commission (“SEC”) issued no-action guidance providing that certain minimum investment amounts, along with certain written representations from the purchaser, could...more

Mintz - Venture Capital & Emerging Companies...

SEC Provides Further Clarity in Rule 506(c) Offerings

On March 12, 2025, the Securities and Exchange Commission (the “SEC”) issued a No-Action Letter that provided guidance regarding the ways issuers can satisfy the accredited investor verification requirements of offerings made...more

Alston & Bird

SEC Streamlines Process for Verifying Accredited Investor Status for Certain 506(c) Offerings Based on Minimum Investment...

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Our Investment Funds Team reviews new Securities and Exchange Commission (SEC) guidance that allows certain issuers to simplify the subscription process for 506(c) offerings....more

K&L Gates LLP

Rule 506(c) Unchained? The SEC Loosens Requirements for Advertising in Private Capital Raises

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On 12 March 2025, the US Securities and Exchange Commission (SEC) staff issued a no-action letter that provides private fund sponsors with a concrete, streamlined approach to relying on Rule 506(c), based on minimum...more

Cooley LLP

SEC Staff Takes Steps to Allow Funds to More Comfortably Fundraise Under Rule 506(c)

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On March 12, 2025, staff from the Securities and Exchange Commission (SEC staff) issued new guidance regarding Rule 506(c) of Regulation D under the Securities Act of 1933 (Securities Act). We expect that such guidance will...more

Morgan Lewis

New SEC Guidance Eases Burden in Rule 506(c) Accredited Investor Verification Requirements

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SEC staff issued no-action guidance on Rule 506(c) of Regulation D private securities offerings on March 12, 2025, which should provide issuers with an easier path to rely on Rule 506(c) and solicit and advertise their...more

King & Spalding

SEC Staff No-Action Letter Eases Rule 506(c) Accredited Investor Verification

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On March 12, 2025, the SEC Division of Corporation Finance published a no-action letter that facilitates compliance with Regulation D Rule 506(c), which permits general solicitation, for offerings with certain minimum...more

Goodwin

New SEC No-Action Letter Eases Burden on General Solicitations

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On March 12, 2025, the staff of the Division of Corporation Finance at the Securities and Exchange Commission (SEC) issued a no-action letter (NAL) recognizing the reasonableness of one method by which issuers relying on Rule...more

Fox Rothschild LLP

SEC Sets New Accredited Investor Standards for Rule 506(c) Private Placements

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The Securities and Exchange Commission (SEC) granted a no-action relief on March 12 in response to an inquiry by U.S. law firm Latham & Watkins LLP. This SEC No-Action Letter is expected to increase the adoption of Rule...more

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

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

Ropes & Gray LLP

SEC Issues No-Action Letter Clarifying Rule 506(c) Accredited Investor Verification

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On March 12, 2025, the Securities and Exchange Commission (the “SEC”) Division of Corporate Finance issued a no-action letter (the “Letter”)1 clarifying “reasonable steps” issuers can take to verify purchasers’ accredited...more

Troutman Pepper Locke

SEC Broadens Guidance on Accredited Investor Verification

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The Securities and Exchange Commission (SEC) has issued a no-action letter providing new interpretive guidance on the verification of accredited investor status in offerings conducted under Rule 506(c) of Regulation D, which...more

Proskauer Rose LLP

SEC Acting Chair Remarks on Private Capital-Raising and Retail Access to Private Companies

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In recent remarks at the Florida Bar's 41st Annual Federal Securities Institute and M&A Conference on February 24, 2025, SEC Acting Chair Mark Uyeda outlined his agenda for what he called a "return to normalcy" at the SEC. If...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

Mayer Brown Free Writings + Perspectives

Commissioners’ Comments at the 42nd Annual Small Business Forum

The Securities and Exchange Commission’s Office of the Investor Advocate held the 42nd Annual Small Business Forum—this time convening panels over four days on various topics, including trends and challenges affecting early...more

Farrell Fritz, P.C.

Protecting the Protected: SEC Proposes New Safeguards for Private Fund Investors

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The Securities and Exchange Commission just proposed new rules to protect investors in private investment funds. The proposed rules would require private fund advisers to disclose certain information and avoid certain...more

Rosenberg Martin Greenberg LLP

While you were Quarantining – the Private Offering Regulatory Framework Gets a Makeover – What’s New and What you Need to Know.

On March 15, 2021, at long last, the Securities and Exchange Commission (“SEC”)’s proposed amendments to the private offering rules (a process which began in June 2019 via a concept release) are anticipated to go into effect....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

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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

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