[Federal Register Volume 77, Number 60 (Wednesday, March 28, 2012)]
[Rules and Regulations]
[Pages 18684-18685]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2012-7446]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 200, 230, 240, and 242

[Release Nos. 33-9287A; IA-3341A; IC-29891A; File No. S7-04-11]
RIN 3235-AK90


Net Worth Standard for Accredited Investors

AGENCY:  Securities and Exchange Commission.

ACTION: Final rule; technical amendment.

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SUMMARY:  We are making a technical amendment to Regulation D and 
conforming changes to certain other rules. Regulation D was last 
amended in Release No. 33-9287 (December 21, 2011), which was published 
in the Federal Register on December 29, 2011. Those amendments became 
effective on February 27, 2012. Due to a typographical error in that 
release, the Preliminary Notes to Regulation D were inadvertently 
deleted from Regulation D. We are restoring the deleted text as new 
Rule 500. The deleted text is not being restored as Preliminary Notes 
in order to comply with current Federal Register codification 
standards.

DATES: Effective: March 28, 2012.

FOR FURTHER INFORMATION CONTACT: Anthony G. Barone, Special Counsel; 
Karen C. Wiedemann, Attorney Fellow; or Gerald J. Laporte, Chief; 
Office of Small Business Policy, Division of Corporation Finance, U.S. 
Securities and Exchange Commission, 100 F Street NE., Washington, DC 
20549-3628, (202) 551-3460.

SUPPLEMENTARY INFORMATION:  We are adopting new Rule 500 (17 CFR 
230.500) to restore the text that previously appeared as Preliminary 
Notes to Regulation D, and amending certain of our rules so references 
to Regulation D in such rules are to 17 CFR 230.500 et seq. This is a 
technical amendment restoring text that was inadvertently deleted and 
updating cross-references to Regulation D to conform to the new 
codification resulting from this technical amendment. The deleted text 
is being designated as Rule 500, rather than being restored as 
Preliminary Notes, in order to comply with current Federal Register 
codification standards. This amendment does not affect legal rights and 
obligations under Regulation D. To update cross-references to 
Regulation D, we are amending Rules 30-1 \1\ and 800 \2\ under 
``Organization; Conduct and Ethics; and Information and Requests;'' 
Rules 501\3\ and 502 \4\ of Regulation D under the Securities Act of 
1933, as amended; Rule 15g-1 \5\ under the Securities Exchange Act of 
1934, as amended; and Rules 101,\6\ 102 \7\ and 104 \8\ of Regulation M 
under the Securities Exchange Act of 1934, as amended.
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    \1\ 17 CFR 200.30-1.
    \2\ 17 CFR 200.800.
    \3\ 17 CFR 230.501.
    \4\ 17 CFR 230.502.
    \5\ 17 CFR 240.15g-1.
    \6\ 17 CFR 242.101.
    \7\ 17 CFR 242.102.
    \8\ 17 CFR 242.104.
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List of Subjects in 17 CFR Parts 200, 230, 240, and 242

    Reporting and recordkeeping requirements, Securities.

    For the reasons set out above, Title 17, Chapter II of the Code of 
Federal Regulations is hereby amended as follows:

PART 200--ORGANIZATION; CONDUCT AND ETHICS; AND INFORMATION AND 
REQUESTS

0
1.The general authority citation for Part 200 continues to read, in 
part, as follows:

    Authority:  15 U.S.C. 77o, 77s, 77sss, 78d, 78d-1, 78d-2, 78w, 
78ll(d), 78mm, 80a-37, 80b-11, and 7202, unless otherwise noted.
* * * * *


Sec.  200.30-1   [Amended]

0
2. In Sec.  200.30-1(c), remove the reference to ``Sec.  230.501 et 
seq. of this chapter'' and add in its place ``Sec.  230.500 et seq. of 
this chapter''.


Sec.  200.800  [Amended]

0
3. In Sec.  200.800(b), remove the reference to ``230.501 thru 
230.506'' under the heading ``17 CFR part or section where identified 
and described'' and add in its place ``230.500 thru 230.508''.

PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

0
4. The general authority citation for Part 230 continues to read, in 
part, as follows:

    Authority:  15 U.S.C. 77b, 77b note, 77c, 77d, 77f, 77g, 77h, 
77j, 77r, 77s, 77z-3, 77sss, 78c, 78d, 78j, 78l, 78m, 78n, 78o, 78o-
7 note, 78t, 78w, 78ll(d), 78mm, 80a-8, 80a-24, 80a-28, 80a-29, 80a-
30, and 80a-37, unless otherwise noted.
* * * * *

0
5. Add Sec.  230.500 to read as follows:

[[Page 18685]]

Sec.  230.500  Use of Regulation D.

    Users of Regulation D (Sec. Sec.  230.500 et seq.) should note the 
following:
    (a) Regulation D relates to transactions exempted from the 
registration requirements of section 5 of the Securities Act of 1933 
(the Act) (15 U.S.C.77a et seq., as amended). Such transactions are not 
exempt from the antifraud, civil liability, or other provisions of the 
federal securities laws. Issuers are reminded of their obligation to 
provide such further material information, if any, as may be necessary 
to make the information required under Regulation D, in light of the 
circumstances under which it is furnished, not misleading.
    (b) Nothing in Regulation D obviates the need to comply with any 
applicable state law relating to the offer and sale of securities. 
Regulation D is intended to be a basic element in a uniform system of 
federal-state limited offering exemptions consistent with the 
provisions of sections 18 and 19(c) of the Act (15 U.S.C. 77r and 
77(s)(c)). In those states that have adopted Regulation D, or any 
version of Regulation D, special attention should be directed to the 
applicable state laws and regulations, including those relating to 
registration of persons who receive remuneration in connection with the 
offer and sale of securities, to disqualification of issuers and other 
persons associated with offerings based on state administrative orders 
or judgments, and to requirements for filings of notices of sales.
    (c) Attempted compliance with any rule in Regulation D does not act 
as an exclusive election; the issuer can also claim the availability of 
any other applicable exemption. For instance, an issuer's failure to 
satisfy all the terms and conditions of rule 506 (Sec.  230.506) shall 
not raise any presumption that the exemption provided by section 4(2) 
of the Act (15 U.S.C. 77d(2)) is not available.
    (d) Regulation D is available only to the issuer of the securities 
and not to any affiliate of that issuer or to any other person for 
resales of the issuer's securities. Regulation D provides an exemption 
only for the transactions in which the securities are offered or sold 
by the issuer, not for the securities themselves.
    (e) Regulation D may be used for business combinations that involve 
sales by virtue of rule 145(a) (Sec.  230.145(a)) or otherwise.
    (f) In view of the objectives of Regulation D and the policies 
underlying the Act, Regulation D is not available to any issuer for any 
transaction or chain of transactions that, although in technical 
compliance with Regulation D, is part of a plan or scheme to evade the 
registration provisions of the Act. In such cases, registration under 
the Act is required.
    (g) Securities offered and sold outside the United States in 
accordance with Regulation S (Sec.  230.901 through 905) need not be 
registered under the Act. See Release No. 33-6863. Regulation S may be 
relied upon for such offers and sales even if coincident offers and 
sales are made in accordance with Regulation D inside the United 
States. Thus, for example, persons who are offered and sold securities 
in accordance with Regulation S would not be counted in the calculation 
of the number of purchasers under Regulation D. Similarly, proceeds 
from such sales would not be included in the aggregate offering price. 
The provisions of this paragraph (g), however, do not apply if the 
issuer elects to rely solely on Regulation D for offers or sales to 
persons made outside the United States.


Sec.  230.501   [Amended]

0
6. In Sec.  230.501 introductory text, remove the reference to 
``Sec. Sec.  230.501-230.508'' and add in its place ``Sec.  230.500 et 
seq. of this chapter''.


Sec.  230.502   [Amended]

0
7. In Sec.  230.502 introductory text, remove the reference to 
``Sec. Sec.  230.501-230.508'' and add in its place ``Sec.  230.500 et 
seq. of this chapter''.

PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF 
1934

0
8. The general authority citation for Part 240 continues to read, in 
part, as follows:

    Authority:  15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3, 
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78e, 78f, 78g, 78i, 
78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78n-1, 78o, 78o-4, 78p, 78q, 
78s, 78u-5, 78w, 78x, 78ll, 78mm, 80a-20, 80a-23, 80a-29, 80a-37, 
80b-3, 80b-4, 80b-11, and 7201 et seq.; 18 U.S.C. 1350, 12 U.S.C. 
5221(e)(3), and Pub. L. 111-203, Sec.  939A, 124 Stat. 1376, (2010) 
unless otherwise noted.
* * * * *


Sec.  240.15g-1   [Amended]

0
9. In Sec.  240.15g-1(c), remove the reference to ``17 CFR 230.501-
230.508'' and add in its place ``17 CFR 230.500 et seq''.

PART 242--REGULATION M

0
10. The general authority citation for Part 242 continues to read, in 
part, as follows:

    Authority:  15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3, 
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78e, 78f, 78g, 78i, 
78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78n-1, 78o, 78o-4, 78p, 78q, 
78s, 78u-5, 78w, 78x, 78ll, 78mm, 80a-20, 80a-23, 80a-29, 80a-37, 
80b-3, 80b-4, 80b-11, and 7201 et seq.; 18 U.S.C. 1350, 12 U.S.C. 
5221(e)(3), and Pub. L. 111-203, Sec.  939A, 124 Stat. 1376, (2010) 
unless otherwise noted.
* * * * *


Sec.  242.101   [Amended]

0
11. In Sec.  242.101(b)(10)(i), remove the reference to ``Sec.  230.501 
through Sec.  230.508'' and add in its place ``Sec.  230.500 et seq''.


Sec.  242.102   [Amended]

0
12. In Sec.  242.102(b)(7)(i), remove the reference to ``Sec.  230.501 
through Sec.  230.508'' and add in its place ``Sec.  230.500 et seq''.


Sec.  242.104   [Amended]

0
13. In Sec.  242.104(j)(2)(i), remove the reference to ``Sec.  230.501 
through Sec.  230.508'' and add in its place ``Sec.  230.500 et seq''.

    Dated: March 23, 2012.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2012-7446 Filed 3-27-12; 8:45 am]
BILLING CODE 8011-01-P