Regulation D in context
Regulation D contains exemptions from Securities Act registration for qualifying offerings. The commonly discussed pathways include Rule 504, Rule 506(b) and Rule 506(c). An exemption from federal registration does not remove anti-fraud obligations or every state filing, fee or enforcement requirement.
Issues that shape the pathway
- offering size and issuer eligibility;
- whether general solicitation is proposed;
- the number and status of purchasers;
- bad-actor disqualification;
- required investor information and disclosure;
- Form D, state notices and amendments;
- integration with other offerings and resale restrictions.
The issuer and its counsel should determine the exemption before offering communications or document circulation begins.