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Regulation D Investment Funds Private Funds

Secretariat

Reflections on Initial SEC Policy Changes Early in the Atkins Era

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Since Paul Atkins became Chairman of the U.S. Securities and Exchange Commission (SEC) on April 21, 2025, the SEC has announced significant pivots in its approaches to enforcement, regulatory guidance, investment adviser...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

Robinson Bradshaw

Form D: A Primer

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Under Section 5 of the Securities Act of 1933, all offers and sales of securities, including offers or sales of limited partnership interests or membership interests in a private fund, must be registered with the Securities...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

Tannenbaum Helpern Syracuse & Hirschtritt LLP

SEC Resolves Uncertainty around Verification Requirement for Private Offerings under Rule 506(c)

On March 12, 2025, the Division of Corporation Finance (the “Division”) of the SEC issued a no-action letter (the “No-Action Letter”) providing new guidance on Rule 506(c) of Regulation D under the Securities Act....more

Akin Gump Strauss Hauer & Feld LLP

Corp Fin Breathes New Life into 506(c)

On March 12, 2025, the U.S. Securities and Exchange Commission’s Division of Corporation Finance issued a no-action letter providing a new safe harbor for Rule 506(c) offerings, which may enable broader public outreach and...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

Proskauer's Hedge Start: What Key Exemptions Apply to Hedge Funds?

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We have separately discussed the common exemptions from registration of a fund manager with the Securities and Exchange Commission (SEC) as an investment adviser and from registration with the Commodity Future Trading...more

BCLP

Marketing Non-US Private Funds to US Investors

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This February 2022 Client Alert summarizes certain key U.S. federal securities laws that non-U.S. advisers should consider before offering equity interests in non-US private investment funds in the United States....more

Herbert Smith Freehills Kramer

SEC Accredited Investor Proposal Could Yield New Product Opportunities for Private Fund Managers

On Dec. 18, 2019, the Securities and Exchange Commission (SEC or Commission) proposed amendments to broaden the definition of “Accredited Investor” under Regulation D to cover a broader group of investors, including adding...more

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