News & Analysis as of

Securities Regulation 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

Walkers

Key changes in the newly revised JPF Guide

Walkers on

Earlier today the Jersey Financial Services Commission (JFSC) published a revised version of the Jersey Private Fund Guide (JPF Guide). The new JPF Guide, and a new statutory instrument, the Collective Investment Funds...more

Mayer Brown Free Writings + Perspectives

Further Legislation Related to Capital Formation Passes the House of Representatives

On July 21, 2025, the House of Representatives (the “House”) passed five bills relating to capital formation, in particular affecting small entities and emerging growth companies (“EGCs”). As discussed in a previous post,...more

Mayer Brown Free Writings + Perspectives

Capital Formation Related Legislation Advances

In late May 2025, the House Committee on Financial Services (the “Committee”) held a full committee markup, during which the Committee successfully reported 25 bills to the House of Representatives (the “House”). The bills...more

Gordon Rees Scully Mansukhani

SEC No-Action Letter and Compliance Guidance Establish New Accredited Investor Verification Standard

In response to a request for no-action submitted by the law firm Latham & Watkins on March 12, 2025 (No-Action Letter), the Securities and Exchange Commission (SEC) Division of Corporation Finance’s staff (Staff) provided new...more

Bradley Arant Boult Cummings LLP

SEC Issues Guidance on Accredited Investor Verification

The staff of the U.S. Securities and Exchange Commission (SEC) recently released a no action letter addressing when accredited investor status for purposes of Rule 506(c) of Regulation D can be established by a representation...more

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

Foley Hoag LLP

SEC Issues Guidance Regarding Self-Verification of Accredited Investor Status for Rule 506(c) Offerings

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On March 12, 2025, the staff of the U.S. Securities and Exchange Commission (“SEC”) issued a no-action letter clarifying that issuers relying on Rule 506(c) of Regulation D, the private offering safe harbor permitting general...more

Shumaker, Loop & Kendrick, LLP

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

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.

FAQs About Private Placement Bonds

Oberheiden P.C. on

Just as with private placements of equity, issuing bonds privately requires careful attention to federal law. Bonds are usually classified as "securities," triggering various regulatory requirements. Companies pursuing this...more

Oberheiden P.C.

Private Placement Debt Offerings: An Ultimate Guide

Oberheiden P.C. on

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

Oberheiden P.C.

Frequently Asked Questions About Regulation D Private Placements

Oberheiden P.C. on

Federal Securities Lawyer and Founding Attorney of Oberheiden P.C., Dr. Nick Oberheiden, answers FAQs about private placements under Regulation D....more

Seward & Kissel LLP

SEC Staff Issues Bright Line Guidance for Minimum Investment Amount in Offerings to Verify Accredited Investor Status under Rule...

Seward & Kissel LLP on

On March 12, 2025, staff of the Office of Small Business Policy of the Division of Corporation Finance (the “SEC Staff”) of the Securities and Exchange Commission (the “SEC”) issued interpretive guidance in the form of a...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

Farrell Fritz, P.C.

(Minimum Investment) Size Matters, When it Comes to Rule 506(c) Verification

Farrell Fritz, P.C. on

Before 2013, issuers were prohibited from using any means of general solicitation or advertising when raising capital in the private markets.  The prohibition was perceived by many to be the single biggest impediment to...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

Venable LLP

Private Funds Get a Break: SEC No-Action Letter Offers Relief for Private Fund Verification

Venable LLP on

In a March 12, 2025 no-action letter, the SEC staff provided commonsense guidance relating to verification of accredited investor status under rule 506(c). The guidance aligns with industry practice and has the potential to...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

Vedder Price on

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

Hogan Lovells

SEC staff releases guidance relaxing certain aspects of marketing and fundraising

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The Division of Investment Management of the U.S. Securities and Exchange Commission (the SEC) released new guidance on March 19, 2025 that replaces and relaxes prior guidance for registered investment advisers (RIAs) with...more

Troutman Pepper Locke

Recent SEC Corp/Fin Interpretations of Interest

Troutman Pepper Locke on

In new Compliance and Disclosure Interpretations (see CDIs 256.35 and 256.36) and a related no-action letter (Latham & Watkins LLP, March 12, 2025), the staff of the Securities and Exchange Commission’s Division of...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

Foley Hoag LLP - Public Companies & the Law

Congress Considering Securities Offering Reform to Encourage Capital Formation

On Tuesday, March 5th, the U.S. House Financial Services Committee debated several bills that could have a significant impact on capital formation in private and public markets. The bills reflect the ongoing push for...more

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