Accredited Investors

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On September 30, 2026, the Securities and Exchange Commission (the “SEC”) issued two proposing releases containing amendments that would materially affect how business development companies (“BDCs”) that have elected to be regulated under the Investment Company Act of 1940, interval funds and other registered funds are structured, as well as their compensation and distribution models.…

Earlier this week, the Securities and Exchange Commission continued to implement its capital-formation agenda by publishing a number of notices aimed at modernizing the definition of “accredited investor,” including introducing the possibility of a long-discussed accredited investor exam.

Continue reading this Legal Update.

On September 30, the Securities and Exchange Commission (the “Commission” or the “SEC”) published a number of notices aimed at modernizing the definition of “accredited investor,” including the possibility of a long-discussed accredited investor exam. 

In their proposals, the Commission cited various potential benefits to issuers of expanding the pool of accredited investors, including “greater…

The Securities and Exchange Commission’s (“SEC”) published a report on the 45th Annual Small Business Forum (the “Forum”).  The forum took place on March 9, 2026 and featured remarks from each of the Commissioners and discussions with the public on capital formation related issues.  The report puts forward 15 policy recommendations collected from Forum participants…

On January 22, 2026, the Financial Industry Regulatory Authority, Inc. (“FINRA”) filed a proposed rule change with the Securities and Exchange Commission (“SEC”) to amend FINRA Rule 5123, which governs member filings in connection with private placements.  The proposal would expand the rule’s existing accredited investor exemption to cover certain family offices and to include…

The Securities and Exchange Commission’s Office of the Investor Advocate is required by Congress to produce and submit two reports annually to the Committee on Banking, Housing, and Urban Affairs of the Senate and the Committee on Financial Services of the House of Representatives.  This report covers the Office’s Report on Activities for the Fiscal…

On September 22, 2025, the Securities and Exchange Commission’s (the “Commission” or “SEC”) Office of the Advocate for Small Business Capital Formation (“OASB”) published its report summarizing policy recommendations made during the 44th Annual Small Business Forum (the “Forum”).  The Forum brought members of the public and private sectors together to provide feedback relating to…

On July 21, 2025, the House of Representatives (the “House”) passed five bills relating to capital formation, in particular affecting small entities and emerging growth companies (“EGCs”). As discussed in a previous post, these bills were reported to the House by the House Committee on Financial Services. Each bill was passed by unanimous voice…

On May 1, 2024, the SEC Small Business Capital Formation Committee submitted its accredited investor definition recommendations to the SEC.  Currently, an investor may qualify as an accredited investor by meeting certain professional criteria (i.e., FINRA Series 7, 65, or 82 licenses), or by meeting certain financial thresholds, including (1) a net worth of over…

On March 5, 2024, the House will consider capital formation related legislation, H.R. 2799.  This was originally introduced in April 2023 and reported out in July 2023.  It is comprised of 19 separate bills.  The House Financial Services Committee heard testimony on these bills in 2023, access my testimony on several of these bills.…