I previously wrote about how the Restoring American Financial Stability Act being tossed around in the Senate could affect private investment funds by changing the definition of accredited investor and altering the process for a Regulation D private placement. It looks like much of that is going to be wiped out of the bill. Senate [...]
Tag Archives | Regulation D
FINRA Guidance on Private Placements
The Financial Industry Regulatory Authority released Regulatory Notice 10-22 reminding registered firms about their obligations regarding suitability, disclosures and other requirements for selling private placements to customers. A Broker-Dealer that recommends a security is under a duty to conduct a reasonable investigation concerning that security and the issuer’s representations about it. This is true regardless [...]
Accredited Investors under the Restoring American Financial Stability Act
One of the surprises in the Restoring American Financial Stability Act of 2010 is that it proposes to raise the standard for being an accredited investor. Section 412 of the bill would require the SEC to increase the dollar thresholds to be qualified as an accredited investor. Section 413 would require the GAO to study [...]
Defining An Accredited Investor
One of the key rules for private investment funds is that their investors generally need to be “accredited investors.” This is the gateway to an exemption from the registration requirement under the federal securities laws. The exemption is generally targeted so that experienced investors with significant financial resources and their own advisers are in less [...]
The SEC’s Office of Inspector General and Form D
The SEC’s Office of Inspector General has released its Semiannual Report to Congress (.pdf). I started off looking at how the OIG feels about the new Form D for securities sold under the Regulation D exemption: “Based on our review of Form D, we determined that certain revisions should be made to the form to [...]
Fund Raising Publicity
Under the U.S. securities laws, it is important for private investment funds to avoid engaging in a “general solicitation” or “general advertising” prior to and during fund raising. The key to private investment funds and the private offering of interests in the funds is that they are “private.” Assuring the private nature of an offering [...]
Bits and Pieces on Compliance
Here are a few stories and items that caught my eye this week, but I have not had time to build-out to a full post: The FCPA Enforcement Report of the First Quarter of 2009 from The FCPA Blog We count seven Foreign Corrupt Practices Act enforcement actions since the start of the year, including [...]
Electronic Filing of Form D and Amendments Becomes Mandatory on March 16
Beginning March 16, 2009, Form D filings are required to be made electronically on EDGAR. See SEC Release No. 33-8891 (February 6, 2008). Form D is commonly used for offerings made under the Rule 506 safe harbor to accredited investors. While the filing of a Form D is not a condition to the exemption, it [...]
