Regulation D Private Placements: Rapid Fire

What this video covers

• Why Regulation D exempts an issuer's own offers and sales from registration, never from antifraud or civil liability
• How the $10 million small-offering cap, the uncapped no-solicitation private placement, and the accredited-only exemption with general advertising each work and which issuer types are barred from which
• Why the 35 non-accredited purchaser limit is measured in any 90 calendar days, not lifetime, and why accredited investors never count toward it
• When an entity counts as one purchaser versus when each beneficial owner must be counted separately, and the four strict requirements for a purchaser representative
• The 15-calendar-day Form D deadline after first sale, and why a late filing alone does not trigger disqualification without a court injunction
• Which persons the bad-actor provision reaches (including directors and executive officers whether or not they participated in the offering), and the 10-year versus 5-year felony lookbacks
• The three sequential hurdles for the insignificant deviations cure, and why the solicitation ban, dollar cap, and purchaser limit are always fatal and never curable