Regulation D Offerings


Summary

This practice note discusses Regulation D under the Securities Act of 1933, as amended (Securities Act). Under Section 5 of the Securities Act (15 U.S.C. § 77e), any offer or sale of securities must either be registered under the Securities Act with the U.S. Securities and Exchange Commission (SEC) or qualify for an exemption from registration. Regulation D provides safe harbors—Rules 504 and 506—that provide objective standards on which companies can rely to meet the requirements of the "small offerings" exemption of Section 3(b) of the Securities Act (15 U.S.C. § 77c) and the "private offering" exemption of Section 4(a)(2) of the Securities Act (15 U.S.C. § 77d), respectively.