News & Analysis as of

Regulation D Investment Adviser

Proskauer Rose LLP

Proskauer's Hedge Start: What Key Exemptions Apply to Hedge Funds?

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We have separately discussed the common exemptions from registration of a fund manager with the Securities and Exchange Commission (SEC) as an investment adviser and from registration with the Commodity Future Trading...more

Seward & Kissel LLP

SEC Releases Staff Report on Definition of Accredited Investor

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Who may be interested: Investment Advisers; Closed-End Funds; BDCs - Quick Take: The SEC recently released a staff report reviewing the accredited investor definition. Section 413 of Dodd-Frank requires that the SEC...more

Mayer Brown Free Writings + Perspectives

SEC Investor Advisory Committee to Meet and Consider Various Private Placement Related Topics

The Securities and Exchange Commission’s Investor Advisory Committee will meet on September 21, 2023 and has announced its agenda for the meeting, which includes consideration of certain matters that are included on the SEC’s...more

BCLP

Marketing Non-US Private Funds to US Investors

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This February 2022 Client Alert summarizes certain key U.S. federal securities laws that non-U.S. advisers should consider before offering equity interests in non-US private investment funds in the United States....more

Farella Braun + Martel LLP

SEC Expands Definition of “Accredited Investor” – Here Are 5 Key Takeaways

The SEC recently adopted amendments to Rule 501(a) of Regulation D of the Securities Act of 1933 that expand the definition of “accredited investor” by adding new categories of eligibility based on professional knowledge,...more

Hinshaw & Culbertson LLP

SEC Updates Definition of Accredited Investor to Facilitate More Participation in Private Offerings

For the first time since 2011, the Securities and Exchange Commission (SEC) has amended the definition of "accredited investors" under Rule 501(a) of Regulation D, promulgated under the Securities Act of 1933, as amended....more

K&L Gates LLP

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

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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

Hogan Lovells

More investors to be accredited under amended SEC rules

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On August 26, the SEC amended its rules under the Securities Act of 1933 to expand the definition of “accredited investor” used for determining eligibility to invest in certain securities offerings exempt from Securities Act...more

Ballard Spahr LLP

SEC Broadens ‘Accredited Investor’ Definition to Give More Investors Access to Private Offerings

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The Securities and Exchange Commission voted 3-2 last week to adopt amendments to the “accredited investor” definition, one of the tests the SEC uses to determine eligibility to invest in unregistered private offerings of...more

Baker Donelson

SEC Expands the "Accredited Investor" Definition to Cover Additional Categories of Individuals and Entities

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The Securities and Exchange Commission (Commission) last week adopted amendments to Rule 501(a) (Rule) of Regulation D under the Securities Act of 1933, as amended (Act), to add additional categories of individuals and...more

Troutman Pepper

SEC Amends “Accredited Investor” Definition

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On August 26, the U.S. Securities and Exchange Commission (SEC) adopted amendments expanding the definition of “accredited investor” to allow additional categories of investors to invest in unregistered private offerings. The...more

Goodwin

Financial Services Weekly Roundup: OCC Finalizes New CRA Rule; Regulators Continue To Provide COVID-19-related Relief

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In This Issue. The Office of the Comptroller of the Currency (OCC) finalized a rule to strengthen and modernize regulations under the Community Reinvestment Act; the Securities and Exchange Commission (SEC) voted to adopt...more

K&L Gates LLP

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

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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

Burns & Levinson LLP

Raising Capital in the Cannabis Industry: Fundraising Do’s and Don’ts

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Last year proved challenging for companies seeking to raise capital in the cannabis industry. The capital markets tightened and available funding dried up. Many of the industry’s publicly traded companies saw precipitous...more

Sullivan & Worcester

SEC Proposes Amendments to Definitions of “Accredited Investor” and “Qualified Institutional Buyer”

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The U.S. Securities and Exchange Commission (the "SEC") proposed on December 18, 2019 amendments to, among other things, its current rules under the Securities Act of 1933 (the "Securities Act") relating to the definitions of...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Proposes Amendments To Expand Accredited Investor Definition

On December 18, 2019, the Securities and Exchange Commission (SEC) proposed amendments to expand the definition of “accredited investor” in Rule 501(a) of Regulation D. The proposed amendments would allow more investors to...more

McDermott Will & Emery

Capital Markets & Public Companies Quarterly: Changes to SEC Review of Shareholder Proposals, Expansion of Testing-the-Waters,...

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In the third quarter of 2019, the SEC Staff announced major changes to the standard no-action request review and response process relating to shareholder proposals. In addition, the SEC expanded the availability of...more

Perkins Coie

SEC and FINRA Target Cryptocurrency Hedge Fund Manager and Broker-Dealers in New Wave of Digital Asset Enforcement Proceedings

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In a flurry of enforcement activity in the digital asset space, the U.S. Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority (FINRA), a self-regulatory organization for broker-dealers,...more

Holland & Hart LLP

SEC Subpoenas Signal Heightened Cryptocurrency Focus

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Escalating its regulatory scrutiny of initial coin offerings (“ICOs”), the U.S. Securities and Exchange Commission (the “SEC”) has recently issued subpoenas to a reported 80 or more firms involved in the burgeoning industry...more

Morrison & Foerster LLP - JOBS Act

House Debate Scheduled for Bills Relating to Capital Access for Small Business

Next week, the House is scheduled to debate two bills designed to reduce regulatory burden on small businesses in order to facilitate access to capital. H.R. 5424, the Investment Advisers Modernization Act, was approved by...more

Stinson - Corporate & Securities Law Blog

HALOS Act Passes Vote in U.S. House of Representatives

After a floor debate during which lawmakers on both sides of the aisle traded dueling press releases, the U.S. House of Representatives voted 325-89 in favor of the Helping Angels Lead Our Startups (HALOS) Act, on April 27,...more

Akin Gump Strauss Hauer & Feld LLP

SEC Provides Guidance on “General Solicitation” in C&DIs and No-Action Letter

On August 6, 2015, the Staff of the Securities and Exchange Commission’s (SEC) Division of Corporation Finance issued new compliance and disclosure interpretations (C&DI Questions 256.23 through 256.33) regarding the meaning...more

Adler Pollock & Sheehan P.C.

Glossary of Important Securities Regulation Terms and Definitions

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

Katten Muchin Rosenman LLP

SEC Division of Corporate Finance Issues New CD&Is Relating to General Solicitation and Regulation D

On August 6, the Staff of the Division of Corporate Finance of the Securities and Exchange Commission (Staff) released new Compliance and Disclosure Interpretations (C&DIs) relating to “general solicitation” under Rule 502(c)...more

Carlton Fields

Can “Bad Actors” Wave Goodbye to SEC Waivers?

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The SEC has been thinking harder before waiving automatic disqualifications that the federal securities laws and regulations impose on so-called "bad actors." Without such waivers, companies may be barred from, among...more

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