SEC No‑Action Letter Concerning General Solicitations Under Rule 506(c) Opens the Door to Retailization Efforts

On March 6, 2025, Latham & Watkins requested interpretative guidance from the SEC’s Division of Corporation Finance (Division) about the use of a minimum investment amount as a factor in determining reasonable steps to verify the status of accredited investors in securities offerings pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933. The Division’s response on March 12, 2025 (No‑Action Letter) provides new guidance and firmer footing for issuers that wish to rely on Rule 506(c), which has been lightly used in the past because of the administrative burdens of confidently meeting its requirements. This article summarizes the No‑Action Letter and key issues highlighted by industry experts interviewed by the Private Equity Law Report, including the historical context of Regulation D offerings prompting the safe harbor; why, how and for whom 506(c) offerings will become more common; potential issues fund managers need to grapple with in 506(c) offerings; and where the No‑Action Letter fits in the SEC’s broader agenda under the Trump administration and incoming chair Paul S. Atkins. See “PE Industry in 2025: Trends in LPA Negotiations, Retailization Efforts and Compliance Practices (Part Two of Two)” (Jan. 23, 2025).

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