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Securities Act of 1933 › Regulation D › Securities Regulation

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

DarrowEverett LLP

Private Placements in South Carolina: A Primer on Federal and State Securities Registration

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With an estimated 34 people moving to the Charleston area each day and with South Carolina claiming one of the fastest-growing populations in the nation last year , the post-COVID increase in the number of private placement...more

DLA Piper

SEC Updates Guidance Regarding Exempt Offerings

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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

Latham & Watkins LLP on

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

Oberheiden P.C.

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

Oberheiden P.C. on

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

Winstead PC

The Importance of Timely Filing a Form D

Winstead PC on

On December 20, 2024, the U.S. Securities and Exchange Commission (the “SEC”) announced charges against two private companies and one registered investment adviser (the “Parties”). These charges asserted that the Parties...more

Winstead PC

Trusts as Accredited Investors: Navigating Trusts and Private Market Investments

Winstead PC on

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

Fenwick & West LLP

SEC v. Ripple Decision Makes Waves in Digital Assets Enforcement

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On August 7, 2024, nearly four years after the SEC filed its complaint alleging Ripple sold XRP in unregistered securities transactions in violation of Section 5 of the Securities Act, the district court issued its final...more

Cozen O'Connor

Recent SEC Review of Accredited Investor Definition

Cozen O'Connor on

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

Mayer Brown Free Writings + Perspectives

FINRA Releases Updated Guidance for Members Conducting Private Placements

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On May 9, 2023, the Financial Industry Regulatory Authority, Inc. (“FINRA”) issued Regulatory Notice 23-08 (the “Notice”), which provides supplemental and updated guidance for members conducting private placements pursuant to...more

Latham & Watkins LLP

The Latham Global IPO Guide - 2023 Edition

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This is our global initial public offering guide. It will help you navigate the US portion of a global IPO – in other words, an IPO in which you sell locally listed ordinary shares to investors outside the United States under...more

Hinshaw & Culbertson LLP

SEC Adopts Exempt Offering Rule Changes That Increase Offering Limits and Harmonize Exempt Offerings

Hinshaw & Culbertson LLP on

The Securities and Exchange Commission (SEC) on November 2, 2020, adopted a set of amendments to simplify and improve the exempt offering framework. The amendments are designed to make it easier for issuers to access the...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

Hogan Lovells

More investors to be accredited under amended SEC rules

Hogan Lovells on

On August 26, the SEC amended its rules under the Securities Act of 1933 to expand the definition of “accredited investor” used for determining eligibility to invest in certain securities offerings exempt from Securities Act...more

Akin Gump Strauss Hauer & Feld LLP

SEC Revises Accredited Investor Standard

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- Amendments to the "accredited investor" definition expand the categories of persons eligible to participate in private placements under Regulation D to include (i) individuals with certain professional licenses (Series 7,...more

Ballard Spahr LLP

SEC Broadens ‘Accredited Investor’ Definition to Give More Investors Access to Private Offerings

Ballard Spahr LLP on

The Securities and Exchange Commission voted 3-2 last week to adopt amendments to the “accredited investor” definition, one of the tests the SEC uses to determine eligibility to invest in unregistered private offerings of...more

Neal, Gerber & Eisenberg LLP

New Accredited Investor Rules Will Expand Eligibility for Private Fund Investments

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On August 26, 2020, the SEC adopted several changes to expand the definition of an “accredited investor.” For the first time, a new category will enable natural persons to qualify as accredited investors based upon their...more

Allen Matkins

Securities & Exchange Commission Modernizes The Definition Of "Accredited Investor"

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On August 26, 2020, the Securities and Exchange Commission (the SEC) adopted modernizing amendments to the definition of “accredited investor” in Rule 501(a) of Regulation D (Rule 501(a)) to add new categories of qualifying...more

Sullivan & Worcester

SEC Proposes Amendments to Definitions of “Accredited Investor” and “Qualified Institutional Buyer”

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The U.S. Securities and Exchange Commission (the "SEC") proposed on December 18, 2019 amendments to, among other things, its current rules under the Securities Act of 1933 (the "Securities Act") relating to the definitions of...more

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