SEC Adopts Incremental Expansion of Accredited Investor Definition

In December 2019, the SEC issued proposed amendments (Proposed Rule) to the definition of “accredited investor” contained in Rule 501(a) under the Securities Act of 1933, a status that gives investors access to private placements of securities pursuant to Regulation D under that Act. The Commission, by a three-two vote, recently adopted final amendments to Rule 501(a) (Final Rule), thereby effecting the first significant change in the accredited investor definition in decades. The two Commissioners who voted against the Final Rule argued that it fails to protect vulnerable investors and that the SEC lacked sufficient data to support the changes. This article discusses the final changes to Rule 501(a) and other SEC rules that rely on the definition of accredited investor set forth in the Final Rule, as well as the Commissioners’ divergent perspectives on the Final Rule. See our two-part series on the Proposed Rule: “Proposed Changes and SEC Commissioner Perspectives” (Feb. 13, 2020); and “Key Takeaways for Private Fund Managers” (Feb. 20, 2020). See also “SEC Commissioners and Staff Discuss Possible Amendments to Definition of Accredited Investor” (Jun. 2, 2016).

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