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SEC Committee to Review Accredited Investor Definition and Reg. D Offerings

The SEC’s Advisory Committee on Small and Emerging Companies is holding a meeting on May 18th to discuss the definition of an “accredited investor” and unregistered securities offerings under Regulation D.

Under the federal securities laws, certain securities offerings are exempt from SEC registration if the securities are sold to accredited investors. At the May 18 meeting, the committee will discuss the recent SEC staff report on the accredited investor definition, followed by a discussion of developments in unregistered securities offerings under Regulation D.

The meeting on May 18th will begin at 9:30 a.m. in the multipurpose room at the SEC’s headquarters at 100 F Street NE in Washington, D.C., and is open to the public. It will be webcast live on the SEC’s website and archived on the website for later viewing.

Currently, all accredited investors must have an individual income of $200,000, a joint income of $300,000, or a net worth that exceeds $1 million – not including their primary residence.

SEC staff released a report last December recommending that the SEC consider revising the accredited investor definition to allow individuals to qualify based on other measures of sophistication.

In February, The DI Wire reported that House of Representatives overwhelmingly passed a bipartisan bill that directs the SEC to expand its definition under Regulation D rules.

The Advisory Committee on Small and Emerging Companies provides a formal mechanism for the SEC to receive advice and recommendations on privately held small businesses and publicly traded companies with a market capitalization less than $250 million.

Members of the public can provide their views on the matters to be considered by the committee by submitting comments electronically or on paper. For electronic submissions, use the SEC’s Internet submission form or send an e-mail to rule-comments@sec.gov. For paper submissions, mail comments to Brent Fields, secretary, Securities and Exchange Commission, 100 F Street NE, Washington, D.C. 20549-1090. All submissions should refer to File Number 265-27, and the file number should be included on the subject line if e-mail is used.

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