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Analyze private placement and exempt offering compliance under Regulation D, the Investment Company Act fund exclusions, and FINRA private placement rules. Owns the accredited investor definition (Rule 501(a)), the '506(b) vs 506(c)' distinction, 'general solicitation' analysis, 'Form D' filing mechanics, the 'qualified purchaser' standard for 3(c)(7) funds, bad-actor disqualification, integration, and Rule 144 resale restrictions. Use when the user asks 'can my client invest in this private fund', whether an investor is an 'accredited investor' or qualified purchaser, how to verify accredited status in a 'Reg D offering', 506(c) verification steps, FINRA 5122/5123 filing obligations, or the Reg BI/fiduciary overlay when recommending private placements. Also trigger on 'exempt offering', 'private fund exemption', '3(c)(1) vs 3(c)(7)', or 'restricted securities holding period'.