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Staff of SEC’s Division of Corporation Finance Issues Interpretations of “Bad Actor” Rule

by Fried Frank Harris Shriver Jacobson LLP - New York Office

December 13, 2013

Previously published on December 5, 2013

On December 4, 2013, the Division of Corporation Finance of the Securities and Exchange Commission (“SEC”) issued Compliance and Disclosure Interpretations (“CDIs”)1 addressing several questions that may arise regarding the recently adopted “bad actor” disqualification provisions applicable to offerings relying on Rule 506 of Regulation D under the Securities Act of 1933 (the “Securities Act”). The SEC issued some guidance regarding the “bad actor” provisions on September 19, 2013, but the new CDIs are more helpful, and, in particular, with respect to the scope of the term “affiliated issuers” (discussed below), indicate an important reconsideration by the SEC.


The views expressed in this document are solely the views of the author and not Martindale-Hubbell. This document is intended for informational purposes only and is not legal advice or a substitute for consultation with a licensed legal professional in a particular case or circumstance.

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