About the Course
Introduction
This CLE course will provide private equity and securities counsel with an update on the current status of Reg A and Reg D, and accompanying SEC rules, including any recent amendments.
Description
Over the last several years, Congress and the SEC created or expanded several exemptions from federal registration of securities offerings. In November 2020, the SEC established a framework for issuers to move from one exemption to another and increased the current offering and investment limits for certain private offerings. These changes provided new opportunities for capital raising for startups and small companies, without the expense of federal, and in some cases state, registration of securities offerings.
Regulation A+ exempts from registration a securities offering of up to $75 million to a broad base of accredited and unaccredited investors alike. It provides for two tiers of offerings: Tier 1 for offerings up to $20 million and Tier 2 for up to $75 million. Counsel should understand the reporting requirements and state law preemption associated with each.
The FAST Act codified the current practice of private resales of restricted securities, giving greater certainty of exemption to specific sellers under certain circumstances. But the issuer must comply with several conditions on accredited investors, the issuer, and class of securities sold to qualify for the exemption.
Rule 506(c) under Regulation D permits general solicitations to accredited investors, however, issuers must take reasonable steps to verify the accredited investor status of purchasers. The SEC's 2020 amendments to the definition of "accredited investor" expanded the category of investors eligible to participate in private offerings to include those that qualify based on certain professional certifications or credentials, irrespective of wealth. There is pending federal legislation to broaden the definition of accredited investor beyond the current wealth and income thresholds.
Listen as our authoritative panel analyzes the current exemptions available under Regulations A and D and the conditions attached to each. The panel will also discuss the SEC's expansion of "accredited investor" and its impact on private offerings. Lastly, given increased interest in digital assets and cryptocurrencies, the panel will provide a high level overview of the state of regulation under the securities laws relating to such assets.
Presented By
Mr. Ross has more than 20 years of experience advising clients across the US, Asia, and Africa. He regularly represents private equity and venture capital fund sponsors on all aspects of the fund lifecycle, from initial structuring to final distribution, with clients ranging from top-tier alternative asset managers to solo general partners of micro-funds and special purpose vehicles (SPVs). In addition to his fund practice, he counsels emerging growth companies on public and private capital formation and secondary transactions. Mr. Ross's private offerings experience spans Regulation D, Regulation A, and Regulation Crowdfunding offerings, as well as resales under Rule 144, Section 4(a)(1½), and Section 4(a)(7). Recognized for his extensive knowledge of exempt transactions, he has testified in court as an expert on securities law matters. Mr. Ross is the host of the American Bar Association podcast VC Law, and recently authored a book on venture capital law.
Mr. Stephenson, Partner with CrowdCheck Law and Chief Product Officer with the affiliated due diligence company, CrowdCheck, is an entrepreneurial attorney focused on assisting small and early-stage businesses with exempt offerings under the Securities Act, especially related to online securities offerings for Regulation A and Regulation Crowdfunding. With his experience with these exemptions, Mr. Stephenson has helped structure innovative funding strategies for operating companies, real estate projects, and asset fractionalization. Prior to joining CrowdCheck, he was involved with evaluating internal company communications and reports as part of complex civil litigation matters. Mr. Stephenson has also worked for the United States Congress, handling a wide range of policy areas.
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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Date + Time
- event
Tuesday, September 16, 2025
- schedule
1:00 p.m. ET./10:00 a.m. PT
I. Introduction to Reg A and Reg D exemptions
II. Regulation A+
A. Tier 1 and Tier 2
B. State law preemption
III. FAST Act and the private resale of securities: exemption requirements
IV. Rule 506(b) and 506(c): verifying "accredited investors"
V. Recent SEC guidance
A. Regulation A filing process and related guidance
B. Integration of offerings with other exempt offerings
VI. Digital assets under securities laws
VII. Practitioner pointers and key takeaways
The panel will review these and other key issues:
- What are the different reporting obligations in Tier 1 and Tier 2 offerings under Reg A+?
- What are the conditions imposed under the FAST Act rules to allow for private resales without registration?
- How have the revisions to the accredited investor definition impacted Reg D offerings? What changes are potentially on the horizon in this area based on the pending legislation currently in Congress?
- What are the latest digital asset and cryptocurrency-related developments?
