SEC Commissioner Crenshaw Speech Forbodes Potential Reg D Reforms to Tailor the Safe Harbor

In her keynote address to the Annual Securities Regulation Institute on January 30, 2023, SEC Commissioner Caroline A. Crenshaw proposed reforms to Regulation D (Reg D) targeted at providing essential information to investors to make investment decisions. The reforms would also ensure that large private issuers do not continue to benefit from the safe harbor at the expense of the small businesses the regulation was intended to bolster. To explain the rationale behind the suggested changes, Crenshaw examined the origins and intent of Reg D; how Rule 506 of Reg D is used today; and how the safe harbor’s current usage undermines its original purpose. This article summarizes the key points and takeaways from Crenshaw’s remarks. For coverage of other recent comments from Crenshaw, see “Concerns, Criticisms and Critiques of the Practical Impact of the SEC’s Proposed Rules for Overseeing Service Providers (Part Two of Two)” (Dec. 15, 2022); and “Core Features of the SEC’s Proposed ESG Rules and the Ethos Driving Its Release” (Jul. 26, 2022).

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