Article prepared by and republished courtesy of our colleagues Larry W. Nishnick, Bradley E. Phipps, Kevin R. Bettsteller, Brittney Bennett and David Kurlander; originally published here:  https://www.dlapiper.com/en/us/insights/publications/2020/09/sec-adopts-changes-to-accredited-investor-definition/

The SEC recently adopted amendments to the long-standing definition of “accredited investor,” an important qualification standard under the securities laws that determines what types of investors may invest in certain kinds of private securities offerings, including securities offerings to natural persons and entities conducted pursuant to Rules 506(b) and 506(c) of Regulation D under the Securities Act of 1933 and “qualified institutional buyers” for Rule 144A under the Securities Act and other important federal and state securities law exemptions.  The final rule adopted by the SEC is substantially similar to the proposed rule with a few teaks based on comments it received as part of the adoption process.

The current definition of “accredited investor” has been in place without any significant update since 1985. At a high level, the rule broadens the categories of individuals and entities that qualify by adding categories of eligibility based on their professional knowledge, experience or certifications and allows these investors to further qualify as “accredited investors” thereby making them eligible to participate in private capital markets. The stated purpose of the amendments is to “update and improve the definition to more effectively identify institutional and individual investors that have the knowledge and expertise to participate in those markets.”  Ultimately, the amendments allow individuals and entities to participate in private capital markets not only based on their income or net worth, but also based on established, clear measures of financial sophistication.
Continue Reading SEC adopts changes to “accredited investor” definition

Article prepared by and republished courtesy of our colleagues Larry W. Nishnick, Bradley E. Phipps, and David Kurlander; originally published here: https://www.dlapiper.com/en/asiapacific/insights/publications/2020/01/sec-proposes-changes-to-accredited-investor-definition/.

The SEC recently proposed amendments to the long-standing definition of “accredited investor,” an important qualification standard under the securities laws that determines what types of investors may invest in certain kinds of private securities offerings, including securities offerings conducted pursuant to Rules 506(b) and 506(c) of Regulation D under the Securities Act of 1933 and other important federal and state securities law exemptions.

The current definition of “accredited investor” has been in place without any significant update since 1985. At a high level, the proposal would expand the number of natural person investors that qualify by adding categories of eligibility based on their professional knowledge, experience or certifications. The proposal would also expand the types of entities that qualify as “accredited investors.” The proposed changes would allow additional persons and entities to qualify as “accredited investors,” thereby allowing them to purchase securities through private offerings, including shares and interests in certain private investments funds.

Notable changes
Continue Reading SEC proposes changes to “accredited investor” definition

Bill Carleton has a good post regarding the recent comments from Keith Higgins, the Director of the Division of Corporation Finance, who spoke at the 2014 Angel Capital Association Summit.  Higgins discussed the SEC’s principles-based approach with respect to meeting the requirements of new Rule 506(c). 

Since the SEC’s adoption of new Rule 506(c) in September 2013 allowing general solicitation by issuing companies in certain circumstances, angel investors have been concerned about the accredited investor verification standards set forth in those new rules.  The debate has centered around what actions
Continue Reading Accredited Investor Verification under Rule 506(c)

The SEC yesterday proposed rules to permit general solicitation and general advertising in Rule 506 and Rule 144A offerings. A main requirement is that the issuer “takes reasonable steps to verify” that the purchasers are accredited investors. The model the SEC has proposed would neither mandate specific verification steps nor assure issuers and investors that adequate steps have been taken. The model will likely require issuers to obtain reliable third party information most of the time, rather than relying on questionnaires, contractual representations, or similar confirmations from a purchaser.

Continue Reading SEC Proposes General Solicitation Rules

A_Ledbetter_LR.jpgCONTRIBUTED BY
Andrew Ledbetter
andrew.ledbetter@dlapiper.com

In addition to legislative initiatives we’ve previously discussed, we continue to see efforts to relax the general solicitation prohibition in private offerings.  For example, the SEC’s Advisory Committee on Small and Emerging Companies recently made a formal recommendation that the SEC take immediate action to permit general solicitation and advertising in private offerings under Rule 506 where the securities are only sold to accredited investors.  In addition, the Managed Funds Association, an organization of investment professionals in hedge funds, funds of funds, and managed futures funds, has used the somewhat uncommon process of submitting a petition for rulemaking to the SEC, asking the SEC to eliminate the ban on general solicitation and advertising for offerings or sales of securities by “private funds.”


Continue Reading More Calls to Relax General Solicitation Rules in Private Offerings

A_Ledbetter_LR.jpgCONTRIBUTED BY
Andrew Ledbetter
andrew.ledbetter@dlapiper.com

As expected, the SEC has adopted final rules regarding the exclusion of a person’s primary residence, and related debt securing the residence, from the “net worth” standard for accredited investors.  The final rules are substantially similar to those the SEC previously proposed, which we summarized in this earlier post.

Under the new rules, in calculating “net worth” for purposes of determining if a person’s individual net worth, or joint net worth with the person’s spouse exceeds $1,000,000:


Continue Reading SEC Adopts ‘Net Worth’ Rules for Accredited Investors