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Securities Act of 1933 › Regulation D › Accredited Investors

The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better... more +
The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better access to material information prior to investing 2) ensure that transactions are not based on fraud. In order to effectuate its dual goals, the Act requires that any offer or sale of securities is registered with the SEC. less -
Oberheiden P.C.

FAQs: 144A Resales vs. Regulation D Private Placements

Oberheiden P.C. on

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

Shumaker, Loop & Kendrick, LLP

Client Alert: SEC Provides New Guidance Regarding Accredited Investor Verification in Rule 506© Offerings

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Under Rule 506(c) of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), general solicitation of prospective purchasers is permitted if the issuer takes reasonable steps to verify the purchasers’...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

DLA Piper

SEC Updates Guidance Regarding Exempt Offerings

DLA Piper on

On March 12, 2025, the Securities and Exchange Commission (SEC) published updates to its Compliance and Disclosure Interpretations (C&DIs) related to exempt offerings under the Securities Act of 1933 (Securities Act). These...more

Akin Gump Strauss Hauer & Feld LLP

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

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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

Latham & Watkins LLP

Latham Letter Begins New Era for Private Capital Fundraising

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Interpretive guidance unlocks general solicitation in Regulation D offerings with user-friendly, bright-line approach. On March 12, 2025, Latham & Watkins obtained SEC Staff guidance on the use of general solicitation in...more

Winstead PC

Trusts as Accredited Investors: Navigating Trusts and Private Market Investments

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Investments in private markets are rapidly becoming an essential part of a well-rounded investment portfolio, especially for ultra-high-net-worth individuals and families. According to Ernst & Young, the assets under...more

Winstead PC

Complying with Rule 506(c): Investor Verification Methods Explained

Winstead PC on

If an issuer of a securities wishes to generally advertise their private offering of securities, they can do so under Rule 506(c) of Regulation D of the Securities Act of 1933, which would exempt the offeror from registration...more

Cozen O'Connor

Recent SEC Review of Accredited Investor Definition

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The Securities and Exchange Commission (SEC) recently released a staff report reviewing the definition of "accredited investor" in Rule 501(a) of Regulation D under the Securities Act of 1933 (Securities Act), as required at...more

Ballard Spahr LLP

Review of the Accredited Investor Definition Under Dodd-Frank

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On December 14, 2023, the Securities and Exchange Commission (SEC) released a staff report on the definition of accredited investor, examining the current status of the accredited investor pool and discussing several...more

Cooley LLP

SEC issues staff report on definition of accredited investor

Cooley LLP on

On Friday, the SEC announced the issuance of a staff report on the accredited investor definition, a review that, as directed by Dodd-Frank, occurs every four years with the objective of assessing “whether the requirements of...more

Amundsen Davis LLC

Private Placement – State and Federal Law Considerations

Amundsen Davis LLC on

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

BCLP

Crypto yield products in the crosshairs

BCLP on

A major U.S. cryptocurrency exchange recently disclosed its receipt of a Wells Notice from the SEC, which threatened charges for violating Section 5 of the Securities Act in connection with the planned launch of a “yield...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

Amundsen Davis LLC

SEC Promotes Capital Formation And Expands Investment Opportunities With Amendments To Accredited Investor Definition

Amundsen Davis LLC on

In an effort to provide companies with greater access to capital and to expand investment opportunities for certain investors, the U.S. Securities and Exchange Commission recently expanded the definition of an “accredited...more

WilmerHale

Recent Amendments to Definition of “Accredited Investor” Now Effective; Individuals May Now Also Be Accredited Through Credentials

WilmerHale on

In August 2020, the SEC adopted amendments to the definition of “accredited investor” that will expand participation in certain securities offerings including those conducted under Rules 506(b) and 506(c) of Regulation D,...more

Farella Braun + Martel LLP

SEC Expands Definition of “Accredited Investor” – Here Are 5 Key Takeaways

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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

Winstead PC

SEC Adopts Amendments to “Accredited Investor” Definition

Winstead PC on

The Securities and Exchange Commission (the “SEC”) recently adopted amendments to the definition of “accredited investor,” which will permit a wider range of investors to participate in certain private offerings. The amended...more

Morgan Lewis

SEC Adopts Amendments to Accredited Investor Definition

Morgan Lewis on

The Securities and Exchange Commission (SEC) on August 26 adopted amendments (Amendments) to the “accredited investor” definition, which is one of the principal tests for determining who is eligible to participate in certain...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

Gray Reed

SEC Expands Definition of Accredited Investor

Gray Reed on

On August 25, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to the definition of “accredited investor” in Rule 501 promulgated under Regulation D of the Securities Act of 1933. Historically,...more

Hinshaw & Culbertson LLP

SEC Updates Definition of Accredited Investor to Facilitate More Participation in Private Offerings

Hinshaw & Culbertson LLP on

For the first time since 2011, the Securities and Exchange Commission (SEC) has amended the definition of "accredited investors" under Rule 501(a) of Regulation D, promulgated under the Securities Act of 1933, as amended....more

Dorsey & Whitney LLP

SEC Updates Accredited Investor and Qualified Institutional Investor Definitions

Dorsey & Whitney LLP on

On August 26, 2020, the Securities and Exchange Commission (the “Commission”) adopted amendments to update the definition of “accredited investor” in the Commission’s rules governing certain kinds of private securities...more

Eversheds Sutherland (US) LLP

Expansion of the pool of accredited investors 

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On August 26, 2020, the US Securities and Exchange Commission (the SEC) adopted amendments to Rule 215 and Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the Securities Act), which...more

Tonkon Torp LLP

SEC Expands Definition of Accredited Investor

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In an effort to expand investment opportunities in private companies, on August 26, 2020, the Securities and Exchange Commission adopted amendments to the definition of an “accredited investor.” The amendments expand the...more

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