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Accredited Investors › Securities Regulation › Capital Markets

Accredited Investors are a class of investors whose purchases are exempt from certain SEC registration requirements. Rule 501 of Regulation D lists eight categories of investors that qualify as accredited... more +
Accredited Investors are a class of investors whose purchases are exempt from certain SEC registration requirements. Rule 501 of Regulation D lists eight categories of investors that qualify as accredited investors.  less -
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...

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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

Mintz - Venture Capital & Emerging Companies...

SEC Provides Further Clarity in Rule 506(c) Offerings

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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

Foley Hoag LLP - Public Companies & the Law

Congress Considering Securities Offering Reform to Encourage Capital Formation

Foley Hoag LLP - Public Companies & the Law on

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

Mayer Brown Free Writings + Perspectives

Reiteration of Existing Principles-Based Guidance and Updated CDIs

Mayer Brown Free Writings + Perspectives on

On March 12, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) issued an interpretive letter (the “Interpretive Letter”) and...more

Dechert LLP

SEC Offers More Flexibility in Private Fundraising

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For a decade, SEC rules have permitted general solicitation in private offerings. However, this flexibility has been underutilized as a result of restrictive SEC guidance on verifying accredited investor status. New SEC...more

Dorsey & Whitney LLP

Rule 506(c) Update: SEC Issues No-Action Letter Allowing Self-Certification of Accredited Investor Status in Certain Circumstances

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On March 12, 2025, the staff at the Securities and Exchange Commission (SEC) Division of Corporate Finance issued a no-action letter in response to a request for Rule 506(c) interpretative guidance, agreeing that an issuer...more

Orrick, Herrington & Sutcliffe LLP

SEC Issues Guidance on Use of Minimum Investment Amounts for Verifying Accredited Investor Status Under Rule 506(c)

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On March 12, 2025, the U.S. Securities and Exchange Commission’s (SEC) Division of Corporation Finance issued a no-action letter in response to a request seeking interpretative guidance on verifying accredited investor status...more

Fox Rothschild LLP

SEC Sets New Accredited Investor Standards for Rule 506(c) Private Placements

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The Securities and Exchange Commission (SEC) granted a no-action relief on March 12 in response to an inquiry by U.S. law firm Latham & Watkins LLP. This SEC No-Action Letter is expected to increase the adoption of Rule...more

ArentFox Schiff

SEC No Action Letter Guidance Streamlines Rule 506(c) Accredited Investor Verification

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On March 12, the US Securities and Exchange Commission (SEC), via a No Action Letter, issued interpretive guidance clarifying what constitutes “reasonable steps” issuers can take to verify purchasers’ accredited investor...more

Foley & Lardner LLP

No Action Letter – Regulation D Rule 506(c)

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The SEC now permits public marketing of private placements, without burdensome investor wealth verification requirements, if the investment is big enough. On March 12, 2025, the U.S. Securities and Exchange Commission (SEC)...more

K&L Gates LLP

Trust But Verify (With a Minimum Investment Amount)

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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

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

FAQs on the Latham Letter for Exempt Offerings with General Solicitation Under Rule 506(c)

Latham & Watkins LLP on

On March 12, 2025, Latham obtained SEC Staff guidance on the use of general solicitation in private placements. The guidance unlocks the full potential of Regulation D Rule 506(c) by clarifying that issuers may satisfy the...more

Troutman Pepper Locke

SEC Broadens Guidance on Accredited Investor Verification

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The Securities and Exchange Commission (SEC) has issued a no-action letter providing new interpretive guidance on the verification of accredited investor status in offerings conducted under Rule 506(c) of Regulation D, which...more

Oberheiden P.C.

Regulation D: An Ultimate Guide to Private Capital Raising

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For companies seeking to raise capital without the complexities and costs of a public offering, Regulation D under the Securities Act provides a valuable exemption from SEC registration. This allows for private placements,...more

Vicente LLP

Raising Capital for Your Business: Why Companies Should Avoid Non-Accredited Investors

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When raising capital, startups and growing businesses must choose among various terms, structures, filings, and investor types. One decision—whether to include unaccredited investors—should be straightforward. For the reasons...more

Barnea Jaffa Lande & Co.

ISA: Updated Amounts for Qualified Investor Status

Barnea Jaffa Lande & Co. on

The Israel Securities Authority recently updated the amounts that an individual investor must have in order to be deemed a “Qualified investor.” This update applies solely to investors who are individuals and not to...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

Farrell Fritz, P.C.

“Demo Days are Here Again”: Part Two of Exempt Offering Amendments Deeper Dive

Farrell Fritz, P.C. on

At the 1932 Democratic National Convention, the live band at one point burst into “Happy Days are Here Again”, FDR’s favorite, drawing raucous cheers from convention delegates.  It went on to become the Democratic Party’s...more

Proskauer Rose LLP

SEC Amends Rules to Facilitate Capital Raising in Private Offerings

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On November 2, 2020, the Securities and Exchange Commission adopted amendments to facilitate the use of private, or “exempt,” offerings. The changes will impact offerings structured pursuant to Section 4(a)(2), Regulation D...more

Troutman Pepper Locke

SEC Proposes Finders Exemption

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At the October 7, 2020 open meeting of the Securities and Exchange Commission (SEC), Chairman Jay Clayton announced that the Staff of the Commission proposed to grant exemptive relief, permitting natural persons to engage in...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Enters Election Year Focused on Key Initiatives

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As Chairman Jay Clayton’s tenure at the Securities and Exchange Commission (SEC) likely enters its final year — regardless of the outcome of the next presidential election — the SEC remains focused on priorities such as...more

Mayer Brown Free Writings + Perspectives

Annual Report of the Advocate for Small Business Capital Formation

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The Office of the Advocate for Small Business Capital Formation published its annual report to the Committee on Banking, Housing and Urban Affairs of the U.S. Senate and the Committee on Financial Services of the US House of...more

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