Visitors exploring this tag will discover insightful content about the SEC’s Regulation D, including its rules and exemptions for private placements. These resources delve into key distinctions between Rule 506(b) and 506(c), offering clarity on securities offerings and compliance requirements for businesses and investors. Whether you’re researching private securities or seeking to understand federal securities regulations, this section provides a comprehensive overview without offering legal advice.
Delaware startups commonly use SAFEs because they can close in days, but a poorly structured SAFE round can trigger unregistered “general solicitation” issues under Regulation D and unexpected tax consequences under IRC §§ 83, 409A, and 1202. For founders and investors in Delaware C-corps, SAFE terms must align with securities exemptions, cap table mechanics, and […]
Most blockchain-based securities offerings in the U.S. can be sold without SEC registration by relying on Regulation D—most often Rule 506(b) or Rule 506(c)—and filing a Form D within 15 days after the first sale. Reg D is a “safe harbor” exemption that still requires strict compliance with investor eligibility, solicitation limits, and anti-fraud rules.
Rule 506 “bad-boy” disqualification can bar reliance on Rule 506 if any covered person has a disqualifying SEC, criminal, or court event (generally within 5 years for issuers and 10 years for others). Issuers must run background checks, obtain written questionnaires, and make required disclosures or seek an SEC waiver to preserve the exemption. This
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