Accredited Investors

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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.…

As we previously posted, the Securities and Exchange Commission’s Small Business Capital Formation Advisory Committee met last week to consider changes to the accredited investor definition, which has become a political hot potato.  In remarks to the Committee, Commissioner Uyeda encouraged the Committee to consider a few themes as they contemplated the definition, including not…

The Securities and Exchange Commission issued a staff report on the accredited investor definition. The Dodd-Frank Act directed the SEC to review the accredited investor definition every four years to determine whether the definition should be modified or adjusted. The definition was previously reviewed in 2015 and 2019. This report is the third such review.

In early June, the US House of Representatives passed two sets of bills focused on promoting capital formation. The bipartisan effort included bills that amend the accredited investor definition in order to increase the diversity of investors participating in the private markets. In addition, as the IPO market continues to suffer, the packages include bills that would…