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Reg A and Reg D: Evolving Securities Exemptions for Private Offerings

Navigating Regulation A+, the FAST ACT, Rule 506 (c): Recent SEC Guidance

Recording of a 90-minute premium CLE video webinar with Q&A

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Conducted on Tuesday, October 4, 2022

Recorded event now available

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This CLE course will provide private equity and securities counsel with an update on the current status of Reg A and Reg D, the JOBS Act, the FAST Act, and accompanying SEC rules, including the most recent amendments to the definition of "accredited investor" and offering limits.


Over the last several years, Congress and the SEC created or expanded several exemptions from federal registrations of securities offerings. In November 2020 the SEC adopted revisions that establish a framework for issuers to move from one exemption to another and increase current offering and investment limits for certain private offerings. These changes provide new opportunities for capital raising for startups and small companies, without the expense of federal, and in some cases state, registration of securities offerings.

Regulation A+ exempts from registration a securities offering of up to $75 million to a broad base of accredited and unaccredited investors alike. It provides for two tiers of offerings: Tier 1 for offerings up to $20 million and Tier 2 for up to $75 million. Counsel should understand the reporting requirements and state law preemption associated with each.

The FAST Act codified the current practice of private resales of restricted securities, giving greater certainty of exemption to specific sellers under certain circumstances. But the issuer must comply with several conditions on accredited investors, the issuer, and class of securities sold to qualify for the exemption.

Rule 506(c) under Regulation D permits general solicitations to accredited investors, however, issuers must take reasonable steps to verify the accredited investor status of purchasers. The SEC's 2020 amendments to the definition of "accredited investor," which expand the category of investors eligible to participate in private offerings to include those that qualify based on certain professional certifications or credentials, irrespective of wealth.

Listen as our authoritative panel analyzes the current exemptions available under Regulations A and D and the conditions attached to each. The panel will also discuss SEC expansion of "accredited investor" and its impact on private offerings. Lastly, given increased interest in digital assets and cryptocurrencies, the panel will provide a high level overview of the state of regulation under the securities laws relating to such assets.



  1. Introduction to Reg A and Reg D exemptions
  2. Regulation A+
    1. Tier 1 and Tier 2
    2. State law preemption
  3. FAST Act and the private resale of securities: exemption requirements
  4. Rule 506(b) and 506(c): verifying "accredited investors"
  5. Recent SEC guidance
    1. Regulation A filing process and related guidance
    2. Integration of offerings with other exempt offerings
  6. Digital assets under securities laws


The panel will review these and other key issues:

  • What are the different reporting obligations in Tier 1 and Tier 2 offerings under Reg A+?
  • What are the conditions imposed under the FAST Act rules to allow for private resales without registration?
  • How will the recent revisions to the accredited investor definition impact Reg D offerings?
  • What are the latest digital asset and cryptocurrency-related developments?


Fallon, Zachary
Zachary Fallon


Mr. Fallon carries nearly fifteen years of practical legal and regulatory experience advising companies, investors, and...  |  Read More

Ross, Gary
Gary J. Ross

Founder and Managing Attorney
Ross Law Group

Mr. Ross focuses his practice on securities law, venture capital and private equity, and corporate governance. He has...  |  Read More

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