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Clifford Chance

Clifford Chance


SEC 'Accredited Investor' Revisions to Become Effective in December; Changes Expected to Widen Access to Private Offerings

November 25, 2020

In August, the U.S. Securities and Exchange Commission issued a final rule adopting amendments to the definition of "accredited investor" in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended. Specifically, the SEC added several new categories of individual and institutional investors that would qualify as AIs and made certain other modifications to the existing rule. Additionally, the SEC adopted amendments to Rule 144A under the Securities Act to better harmonize the definition of "qualified institutional buyers" thereunder with the revised AI definition under Regulation D. The Final Rule will become effective on December 8, 2020.

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