The Accredited Investor Definition: Proposed Changes and SEC Commissioner Perspectives (Part One of Two)

The term “accredited investor” is a critical component of several exemptions from registration – most notably Rules 506(b) and 506(c) of Regulation D under the Securities Act of 1933 – and plays an important role in other securities law contexts. Qualifying as an accredited investor is significant because accredited investors may participate in exclusive investment opportunities, including in hedge funds and PE funds. The definition of accredited investor, however, has not been significantly updated since it was adopted in 1982. The SEC recently approved proposed changes to that definition (Proposal) and is accepting comments on the Proposal through mid-March. This two-part series explores the proposed amendments to the accredited investor definition and their implications for the private funds industry. This first article explores the key proposed amendments to this important definition, along with the stances of the SEC commissioners on the Proposal. The second article will discuss the key takeaways from the Proposal for private fund managers. For more on the concept release on the exempt offering framework, see our two-part series: “Review of the Concept Release” (Sep. 17, 2019); and “Key Takeaways From the Concept Release for Private Fund Managers” (Sep. 24, 2019).

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