Nov 4, 2009
What is Regulation D?
Regulation D actually comprises three separate safe harbors from the registration requirements of the Securities Act of 1933, arising under Rules 504, 505 and 506 of Regulation D, and they cover most of the fundraising transactions in which an emerging company is likely to engage. Which safe harbors are available for a given transaction depends on the size of the offering and the number and character of the purchasers. In connection with offerings made under Regulation D, issuers are required to make a notice filing on Form D, which contains very general information about the issuer and the offering, with the SEC within 15 days after the first sale.