Section 926 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd Frank”) requires the Securities and Exchange Commission (“SEC”) to adopt rules that would make the exemption from registration under the Securities Act of 1933 (“Securities Act”) provided by Rule 506 of Regulation D thereof unavailable for any securities offering in which certain “felons” or other “bad actors” are involved. On July 10, 2013, the SEC adopted bad actor disqualifications provisions codified under section (d) of Rule 506, which became effective on September 23, 2013.

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