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Accredited Investors › Securities Regulation › Investment Funds

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 -
Kohrman Jackson & Krantz LLP

SEC’s New Guidance on General Solicitation Eases Accredited Investor Verification for Private Funds

Kohrman Jackson & Krantz LLP on

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

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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

Eversheds Sutherland (US) LLP on

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

Hogan Lovells

SEC staff releases guidance relaxing certain aspects of marketing and fundraising

Hogan Lovells on

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

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

K&L Gates LLP on

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

Proskauer Rose LLP

SEC Eases Verification Burdens in Rule 506(c) Offerings

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The SEC’s Division of Corporation Finance recently issued an interpretive letter providing additional insight as to what constitutes “reasonable steps” to verify an investor’s accredited investor status under Rule 506(c) of...more

Cooley LLP

SEC Staff Takes Steps to Allow Funds to More Comfortably Fundraise Under Rule 506(c)

Cooley LLP on

On March 12, 2025, staff from the Securities and Exchange Commission (SEC staff) issued new guidance regarding Rule 506(c) of Regulation D under the Securities Act of 1933 (Securities Act). We expect that such guidance will...more

Foley & Lardner LLP

No Action Letter – Regulation D Rule 506(c)

Foley & Lardner LLP on

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

Cooley LLP

Corp Fin Issues “Verification of Accredited Investor Status” Guidance

Cooley LLP on

Last week, Corp Fin issued guidance about how to verify accredited investors in two different forms. It issued two CDIs on the topic, as well as a no-action letter that goes into more detail. [As noted in this blog by...more

DLA Piper

SEC Permits Rule 506(c) Accredited Investor Verification with Self-Certification

DLA Piper on

The US Securities and Exchange Commission (SEC) has published no-action guidance providing clarity to issuers relying on Rule 506(c) of Regulation D – an exempt offering pathway that permits issuers to publicly advertise an...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

Ropes & Gray LLP

SEC Issues No-Action Letter Clarifying Rule 506(c) Accredited Investor Verification

Ropes & Gray LLP on

On March 12, 2025, the Securities and Exchange Commission (the “SEC”) Division of Corporate Finance issued a no-action letter (the “Letter”)1 clarifying “reasonable steps” issuers can take to verify purchasers’ accredited...more

Troutman Pepper Locke

SEC Broadens Guidance on Accredited Investor Verification

Troutman Pepper Locke on

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

Oberheiden P.C. on

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

Barnea Jaffa Lande & Co.

ISA: New Guidelines on Offering and Intermediating Joint Investment Arrangements

Barnea Jaffa Lande & Co. on

The Israel Securities Authority published a position statement recently addressing various issues pertaining to brokerage activities and offerings of joint investment arrangements, including the applicability of the...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

Troutman Pepper Locke

SEC's New "Accredited Investor" and "QIB" Definitions May Expand Potential Private Fund Investor Pool

Troutman Pepper Locke on

In light of recent amendments adopted by the U.S. Securities and Exchange Commission (the SEC), the pool of potential investors for private fund managers may be expanding. ...more

Kramer Levin Naftalis & Frankel LLP

SEC Accredited Investor Proposal Could Yield New Product Opportunities for Private Fund Managers

Kramer Levin Naftalis & Frankel LLP on

On Dec. 18, 2019, the Securities and Exchange Commission (SEC or Commission) proposed amendments to broaden the definition of “Accredited Investor” under Regulation D to cover a broader group of investors, including adding...more

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