Reg D Changes Are a Bad Idea: SEC Roundup

Welcome to SEC Roundup, a bimonthly video series by former Securities and Exchange Commission senior trial counsels Nick Morgan and Tom Zaccaro, founders of the nonprofit advocacy group Investor Choice Advocates Network.

In this episode, Morgan and Zaccaro talk with Justin Field, senior vice president of government affairs for the National Venture Capital Association, about the return of the Regulation D safe harbor for private securities offerings to the SEC’s regulatory agenda, and the additional negative unintended consequences associated with proposed changes.

“Some SEC commissioners have talked about loading Form D up with additional disclosures and penalties for failing to file that would make private securities offerings more like public offerings,” according to Morgan and Zaccaro.

The SEC’s Office of the Advocate for Small Business Capital Formation recently opposed such changes, noting they would likely have a chilling effect on access to capital, particularly harmful “for small businesses owned by women and minorities that are already facing some of the greatest challenges accessing capital.”

See the video above for the discussion with Field.