Data Collection, the SEC, and Regulation D: A Comment on Securities Act Release No. 9416 (July 10, 2013)
12 Pages Posted: 29 Oct 2013
Date Written: October 28, 2013
The SEC has proposed a number of changes to Regulation D. These include: a requirement to file a Form D prior to the use of a general solicitation under Rule 506(c) and a closing amendment for any offering relying on Rule 506; the imposition of a penalty for the failure to file the Form D in the form of a one year time out for offerings under the Rule; the inclusion of legends and other disclosure in solicitation materials; and, on a temporary basis, the obligation to file solicitation materials with the Commission. The Release also proposes a number of changes to the content of Form D and describes a "work plan" that will be undertaken by the staff to determine the "effectiveness of Rule 506(c)."
The reforms are designed to facilitate investor protection. The Proposal also represents an effort by the SEC to use empirical data to drive regulatory reform. The comment letter notes this phenomenon and discusses the conclusions that can be drawn from the data. The letter also points out ways in which the data collection process can be improved and discusses the need for the Commission to make greater use of interactive data in accordance with a recommendation of the SEC’s Investor Advisory Committee.
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