News & Analysis as of

Regulation D Due Diligence

Oberheiden P.C.

Private Placement Debt Offerings: An Ultimate Guide

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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

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

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

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

Ballard Spahr LLP

Placement Agents and Due Diligence: FINRA Settles With a Placement Agent for Failure to Retain Evidence of the Process and Results...

Ballard Spahr LLP on

Summary - FINRA settled with a placement agent for failing to perform due diligence and supervise an employee in connection with the placement of securities by the placement agent in a Regulation D offering....more

Mintz

EB-5 Due Diligence Matters

Mintz on

Private placement offerings are an increasingly active part of the securities business. One especially complicated and emerging area of private placements is the EB-5 Investor Visa Regional Center Program. Under the current...more

Sands Anderson PC

Crowdfunding and Real Estate Development

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The real estate development market continues to open up to crowdfunding, and the changes to capital raising for real estate projects could be significant if only a small portion of the potential of these new methods take...more

K&L Gates LLP

Angels in Limbo: Congress and SEC Consider Regulatory Changes with Potential for Profound Effects on Start-Up Investments

K&L Gates LLP on

Three events occurred during 2013 that have the potential to significantly affect angel investment around the country: (1) the Securities and Exchange Commission (“SEC”) lifted the prohibition on general solicitation for...more

McCarter & English, LLP

New Rule 506(d) "Bad Actor" Disqualification - A Continuous Diligence Headache for Emerging Companies

As required by the Dodd-Frank Act, the SEC on July 10, 2013, adopted final Rule 506(d) to "disqualify felons and other bad actors" from Regulation D private offerings. New Rule 506(d) identifies persons and triggering events...more

Morrison & Foerster LLP - JOBS Act

FINRA Actions and the Due Diligence Obligations of Broker-Dealers in Private Placements

Private placements and the due diligence obligations of broker-dealers in such transactions have recently come under increased scrutiny from FINRA as part of a broader trend reflected most notably in the filing requirements...more

Broker-Dealer Compliance + Regulation

FINRA Enforcement Action Stresses Procedures for Due Diligence on Private Placements of Investment Funds

In a recent formal disciplinary proceeding, FINRA reaffirmed member firms’ obligations to maintain adequate procedures for conducting due diligence on private placements, including the review of sales materials, and systems...more

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