Issue 91 – Regulatory and Tax Developments in April 2012

Rule 506 is a “safe harbor” for the private offering exemption of Section 4(2) of the Securities Act. 76 Pursuant to a specifi c Dodd-Frank mandate, the SEC has proposed a rule to disqualify issuers (which would include private funds) from using Rule 506 for any securities offerings involving “felons and other bad actors.”77 The “bad boy” disqualifi cation would prohibit private funds from relying on Rule 506 if the fund, any general partner or managing member of the fund, the fund’s placement agent, any 10% owner of the fund, or certain other par- ties, have engaged in any “bad...
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Issue 91 – Regulatory and Tax Developments in April 2012