Regulation D: Purpose, Scope, and General Principles
Chapters in this video
- 0:00 The issuer's dilemma: skipping the SEC registration line
- 1:08 What Regulation D actually exempts (and the antifraud trap)
- 2:40 The issuer-only rule: why resellers cannot claim the exemption
- 3:09 State securities law still applies alongside Regulation D
- 3:47 Failing one condition does not doom the entire offering
- 4:44 Technical compliance versus scheme to evade registration
- 5:20 Rapid-fire exam recap
What this video covers
- What Regulation D exempts and what it never exempts: registration only, not antifraud or other federal securities law liability
- Why the issuer alone can claim a Regulation D exemption, and why affiliates and resellers are out of luck
- How Regulation D works alongside state securities law rather than replacing it
- Why failing one Regulation D condition does not automatically kill the offering, and which fallback exemption the issuer may still claim
- The precise exam trick where technical compliance on paper will not save an offering that is actually a scheme to evade registration in substance
- How placement agents remain on the hook for material misstatements and omissions even when the issuer has a valid Regulation D exemption
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