Regulation D Framework Rules

What this video covers

• The 30-calendar-day bright-line integration safe harbor, and the solicitation-switch carve-out that keeps it from working when a general-solicitation offering precedes a non-solicitation offering
• Why compensatory employee-benefit-plan exemptions and Regulation S (Reg S) offshore offerings are categorically immune from integration with any other offering, regardless of timing
• How the information-delivery requirement triggers on the private workhorse safe harbor the moment even one non-accredited investor participates, requiring audited financials delivered to every purchaser
• Why the small-offering tier (the $10 million cap tier) does NOT incorporate the information-delivery condition at the federal level, even when non-accredited investors buy in
• The default general-solicitation ban that applies to all Reg D except the verified-accredited-investor (verified-AI) workhorse safe harbor, where rigorous verification unlocks permitted advertising
• Why all Reg D securities are born as restricted securities, and the issuer's duty to take reasonable steps ensuring purchasers understand the resale limitations
• The Form D filing deadline of 15 calendar days after the first sale (not before), and why late filing threatens state blue sky exemptions far more than the federal safe harbor itself