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MEMBER HIGHLIGHT - SEC Regulation D (“Reg D”) is the most popular securities registration exemption. Annually Reg D is relied upon to cover billions of capital formation transactions. Adopted in 1982, Reg D has been amended numerous times. While many amendments have been incremental and of modest impact, the 2020 and 2021 of amendments implemented substantial important changes to Reg D, including:

Additions to the defintion of "Accredited Investors"
New principles based integration framework
Increased exemptin dollar amounts
"Testing-the-Waters" permitted for all exempt offerings

The operative provisions of Reg D and other popular alternatives to formal securities registration with the SEC have been collected and published in chart form for many years by securities lawyers Stan Keller (Locke Lord LLP), Jean Harris (Greenberg Traurig, LLP, retired) and SER member Richie Leisner (Trenam Law). The latest version of The Chart reflects all of the most recent changes to the securities registration exemption landscape. The authors hope The Chart will be a useful tool for any professional whose work includes capital formation transactions that are not registered with the SEC. The Chart (and printing instructions) are available here.

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