Client Alert
| August 21, 2007
The Securities and Exchange Commission Proposes Amendments of Limited Offering Exemptions in Regulation D
On August 3, 2007, the Securities and Exchange Commission (the “SEC”) published proposed amendments to Regulation D. The proposed amendments would create a new exemption for offers and sales to “large accredited investors,” revise the definition of the term “accredited investor,” shorten the time period for the avoidance of integration required by the integration safe harbor for Regulation D offerings and establish provisions that would disqualify certain persons from using any of the exemptions contained in Regulation D. The proposing release also contains a free-standing interpretation of the SEC’s integration doctrine as it applies to combinations of public and private offerings. The goal of the proposed amendments is to “clarify and modernize” the existing rules to facilitate capital formation for issuers while maintaining investor protection.
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This memorandum is intended only as a general discussion of these issues. It is not considered to be legal advice. We would be pleased to provide additional details or advice about specific situations. For additional information on this important topic, please feel free to call upon your Dewey & LeBoeuf relationship partner. No part of this publication may be reproduced, in whole or in part, in any form, without our prior written consent.
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