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SEC Proposes Rule to Ban Felons and "Bad Actors" from Private Placement Offerings

David P. Meyer, Esq.

The U.S. Securities and Exchange Commission proposed a rule which would disqualify Regulation D offerings (private placements) if they involve certain "felons or other bad actors." The proposal is part of the SEC's implementation of the Dodd-Frank Wall Street Reform law.

The proposed rule would eliminate the Regulation D exemption if the issuer or any other person covered by the rule had a "disqualifying event." Such events include criminal convictions, court injunctions and restraining orders, suspension or expulsion from a self-regulatory organization (like FINRA), and certain Commission disciplinary orders, among other things.

The Commission is seeking public comments on the proposed rule through July 14, 2011. To read the SEC's press release, see the text of the proposed rule, or submit comments, clickhere.