PLI Webcast: Bad Actor Proposals and Private Placement Reform

07/06/2011 01:00 p.m. - 02:00 p.m. EDT

Banking + Financial Services, Corporate Finance | Capital Markets, Private Placements + PIPEs, Public Companies Counseling + Compliance, and Financial Institutions + Financial Services

(212) 336-4024

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.

Topics Include:

  • 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.

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