Rebalancing Private Placement Regulation

26 Pages Posted: 16 Jan 2013 Last revised: 10 Feb 2013

See all articles by William K. Sjostrom

William K. Sjostrom

University of Arizona - James E. Rogers College of Law

Date Written: February 6, 2013


The Article examines the investor protection/capital formation balance with respect to private placements of securities. Specifically, it details various rule changes that were implemented over the years to enhance capital formation and other events that have occurred over the same timeframe that have weakened investor protection. The Article submits that the latest round of capital formation enhancements has tilted the balance too far in favor of capital formation and away from investor protection, especially given the size of the private placement market today. Hence, the Article puts forth a proposal for strengthening private placement investor protection. The proposal is meant to serve as a starting point for debate if policy makers conclude rebalancing is needed.

Keywords: securities, private placement, rebalance, capital formation, investor protection, regulation

Suggested Citation

Sjostrom, William K., Rebalancing Private Placement Regulation (February 6, 2013). 36 Seattle University Law Review 703 (2013, Forthcoming), Arizona Legal Studies Discussion Paper No. 13-03, Available at SSRN:

William K. Sjostrom (Contact Author)

University of Arizona - James E. Rogers College of Law ( email )

P.O. Box 210176
Tucson, AZ 85721-0176
United States

Do you have a job opening that you would like to promote on SSRN?

Paper statistics

Abstract Views
PlumX Metrics