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SEC Staff Provides Guidance on Accredited Investor Verification in General Solicitation Securities Offerings
On March 12, 2025, the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission issued a no-action letter to Latham & Watkins LLP, providing interpretive guidance on verifying accredited investor status under Rule 506(c) of Regulation D. The no-action letter clarifies that issuers can rely on minimum investment amounts, coupled with certain written representations and conditions, as a factor in taking reasonable steps to verify that purchasers in a Rule 506(c) offering are accredited investors.