• videocam Live Webinar with Live Q&A
  • calendar_month December 3, 2026 @ 1:00 PM ET/10:00 AM PT
  • signal_cellular_alt Intermediate
  • card_travel Corporate Finance
  • schedule 90 minutes

Private Placements, Regulation D and Blue Sky Filings: Compliance, Form D, EDGAR Next & Exemptions

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Discount expires 11/19/26

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About the Course

Introduction

This CLE course will guide counsel through the federal and state filing obligations that follow a Regulation D private placement. The panel will review Form D content and timing, the new EDGAR Next credentialing process, and blue sky notice filings, including how to avoid missed deadlines and other costly errors.

Description

The U.S. Securities and Exchange Commission (SEC) has sharpened its enforcement priorities, and private issuer offerings are an emerging area of focus. Form D, once a routine post-closing filing, has become more complicated. State blue sky notice filings are being scrutinized by regulators for timeliness, accuracy, and consistency. State fines vary, but in some cases, they can be significant. Learning how to streamline Regulation D exemption filings will minimize unnecessary delays, avoid fines, mitigate enforcement risk, and improve relationships between issuers, managers, and advisers.

This program will be a start-to-finish guide on conducting Regulation D offerings with a particular focus on EDGAR Next access, Form D filings, and state blue sky law coordination. Our faculty will address SEC Regulation D Rule 506 offerings, highlighting compliance pitfalls associated with EDGAR filing credentials, including the Form ID process, its required content, and more.

Listen to Martin Hewitt's guidance on building a defensible filing process at both federal and state levels.

Presented By

Martin A. Hewitt
Special Counsel
Fried, Frank, Harris, Shriver & Jacobson LLP

Mr. Hewitt handles compliance issues involving registration or exemption of securities, broker-dealers, and investment representatives and advisers. Clients benefit from his many years of experience regarding state securities law (“Blue Sky Law”) and his deep understanding of compliance issues. Mr. Hewitt works diligently with clients to help demystify the complexity of the regulatory process, particularly as it applies to BDC and REIT state registration. Clients seek his counsel with respect to all stages of broker-dealer formation, including structuring documentation relating to written supervisory procedures, pre-membership interviews with FINRA, and state registration. Mr. Hewitt also has particular knowledge related to broker-dealer merger and change-of-control matters. Clients rely on him to respond to inquiry letters from FINRA relating to various matters, including formation and merger, FINRA corporate finance rules, as well as potential violations of FINRA and federal and state statutes, rules, and regulations. Mr. Hewitt also maintains an active pro bono practice, devoting a significant amount of time to protecting individuals from voter discrimination and working closely with organizations to provide legal services to those in need. He currently serves as the liaison to the American Bar Association’s (ABA) Commission on Law and Aging and the ABA Business Law Section.

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Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.


  • Live Online


    On Demand

Date + Time

  • event

    Thursday, December 3, 2026

  • schedule

    1:00 PM ET/10:00 AM PT

I. Regulation D and Rule 506 (b) and (c) exemptions: Securities Act, requirements, and impacts of non-accredited investor disclosures

II. Form D content: identification, exemptions claimed, securities, duration, minimum investment, sales compensation, and more

III. Understanding federal procedures for Form D filings

A. Deadlines and how to identify the date of sale as the fund's most recent close

B. Important filing mechanics: powers of attorney and EDGAR codes 

C. What happens when you fail to file the availability of the exemption? 

IV. EDGAR Next: navigating this new process

A. Important POA and Form ID requirements

B. Processing basics: account administrators, credentials, and duties

C. Charting out the closing timeline: navigating the SEC turnaround time

V. State blue sky laws, notice filings, and mandatory vs. self-executing exemptions

A. Investor protections

B. Rule 501 accredited investor status

C. Jurisdictional considerations and the subscription agreement 

VI. Best practices for state filing procedures and data management

The panel will review these and other key issues:

  • When is Form D due, and how is the date of sale determined for a fund's closing?
  • Is the Rule 506 exemption lost when an issuer fails to file its Form D with the SEC?
  • How does EDGAR Next change the steps and timeline for obtaining filer credentials?
  • Which state's blue sky rules must counsel comply with when an investor accepts an offering?
  • In what way do self-executing exemptions differ from mandatory state notice filings?
  • How should counsel track investor data to support timely state filings and avoid late fees?