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Rule 506(c) Unchained? The SEC Loosens Requirements for Advertising in Private Capital Raises

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

Trust But Verify (With a Minimum Investment Amount)

On 12 March 2025, the SEC staff issued a no-action letter for offerings under Rule 506(c) of Regulation D. In the letter, the Staff concurs that an issuer will have taken “reasonable steps to verify” a purchaser’s accredited...more

Finders Keepers? SEC Proposes Exemption from Broker-Dealer Registration for Finders in Private Placements, but Questions Remain

OVERVIEW - On October 7, 2020, the U.S. Securities and Exchange Commission (SEC) proposed a conditional exemption, operating as a nonexclusive safe harbor from the broker registration requirements of Section 15(a) of the...more

Summer's Over, but the Pool Is Open: SEC Expands the Definition of Accredited Investor

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

SEC Adopts Amendments to Expand Definition of Accredited Investor

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

SEC Proposes Amendments to Expand Definition of Accredited Investor (Updated)

I. INTRODUCTION - On December 18, 2019, the U.S. Securities and Exchange Commission (“SEC”) proposed amendments to Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (“Securities Act”),...more

SEC Proposes Amendments to Expand Definition of Accredited Investor

I. INTRODUCTION - On December 18, 2019, the U.S. Securities and Exchange Commission (“SEC”) proposed amendments to Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (“Securities Act”),...more

SEC Adopts Rule Expanding “Test-the-Waters” Modernization Reform

EXECUTIVE SUMMARY - On September 26, 2019, the Securities and Exchange Commission (the “SEC”) adopted Rule 163B (the “Rule”) under the Securities Act of 1933, as amended (the “1933 Act”), which enables all issuers to...more

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