The components of Regulation D

The following Corporate practice note provides comprehensive and up to date legal information covering:

  • The components of Regulation D
  • Regulation D, Rule 504
  • Statutory basis
  • Issuer eligibility
  • Offering size
  • Purchasers
  • Disclosure
  • Manner of sale
  • Resale
  • Regulation D, Rule 505
  • More...

The components of Regulation D

This Practice Note examines the US Securities and Exchange Commission rules under Regulation D, the non-exclusive safe harbour allowing issuers to conduct limited offerings and sales of securities without registration under the US Securities Act of 1933, as amended (Securities Act). Produced in partnership with Patrick Simpson and John R. Thomas of Perkins Coie LLP.

The scope of the exemption provided by Section 4(a)(2) (renumbered from Section 4(2) by the Jumpstart Our Business Startups Act 2012 (JOBS Act)) of the Securities Act has been defined by case law over the years. The determination of what constitutes a 'private offering' under the Securities Act, s 4(a)(2) as interpreted by the US Securities and Exchange Commission (SEC) and the courts have focused on the nature of the investors, whether or not they are sophisticated, rather than the number of investors (see SEC v. Ralston Purina Co., 346 U.S. 119 (1953) (Not reported by LexisNexis®)). The courts and regulators are focused on whether investors need the protection accorded by the registration provisions of the Securities Act. The uncertainty created by interpretations of Securities Act, s 4(a)(2) led the SEC to adopt Regulation D, a non-exclusive safe harbour that allows issuers to conduct limited offerings and sales of securities without registration under the Securities Act.

Regulation D gives effect to exemptions under different sections of the

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