Jenner & Block

Client Advisory: SEC Proposes New Rules for Disqualification of Felons and Other "Bad Actors" from Rule 506 Offerings

On May 25, 2011, the Securities and Exchange Commission proposed amendments to rules to disqualify certain private offerings of securities involving “felons and other bad actors” from reliance on the safe harbor provisions provided by Rule 506 of Regulation D for exemption from registration under the Securities Act of 1933.  The proposed rules implement Section 926 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which was designed to address concerns that fraudsters and other bad actors could be exploiting the exemptions from federal and state securities registration in order to perpetrate securities frauds.  This Jenner & Block client advisory discusses key changes reflected in the SEC’s proposal.  Comments on the Release are due by July 14, 2011.