As discussed in this column on Aug. 14, 2014,1 the Securities and Exchange Commission (SEC) on July 10, 2013, adopted amendments to Rule 506 of Regulation D (Reg D) under the Securities Act of 1933 (1933 Act) that eliminate the ban on general solicitation and general advertising of securities offerings conducted under those rules (Final Rules). The Final Rules significantly liberalize the restrictions on publicity in connection with offers of real estate securities made in reliance on the Final Rules and permit sponsors of real estate offerings to more broadly solicit investors and publicize their offerings.2 In addition, the SEC (i) adopted rules mandated under the Dodd-Frank Wall Street Reform and Consumer Protection Act prohibiting certain felons and other bad actors from utilizing Rule 506 of Reg D.3
This column will discuss the Bad Actor rules relative to disqualifications from participating in Rule 506 offerings.
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