On May 25, 2011, the Securities and Exchange Commission proposed amendments to rules promulgated under Regulation D to implement Section 926 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Section 926 of the Dodd-Frank Act, entitled “Disqualifying felons and other ‘bad actors’ from Regulation D offerings,” requires the SEC to adopt rules to disqualify certain securities offerings from reliance on the private placement safe harbor provided by Rule 506 of Regulation D.
- The Regulation D safe harbor and existing bad actor provisions in the securities laws
- The proposed amendments
- The complexities that the bad actor rules may introduce for companies and intermediaries that want to rely on Regulation D
- Open questions relating to the bad actor rules
- Other recent changes affecting private placements, including changes to the “accredited investor” definition, FINRA’s focus on Reg D offerings, and proposed changes to Regulation A
- Anna Pinedo, Partner, Morrison & Foerster LLP
PLI will provide CLE credit.