Impact of the SEC’s No‑Action Letter on Verification of Accredited Investor Status

On March 12, 2025, the SEC’s Division of Corporation Finance issued a no‑action letter (Letter), along with interpretive guidance in the form of Compliance and Disclosure Interpretations (C&DIs), indicating its agreement with the use of a minimum investment amount as a method of verifying accredited investor status pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933. The Letter was a response to a March 6, 2025, request from attorneys at Latham & Watkins, seeking to establish a clear, user-friendly path for satisfying the SEC’s longstanding requirements for verification of an investor’s accredited status under Rule 506(c)’s exempt offering safe harbor. The Hedge Fund Law Report spoke to Joel H. Trotter and Nadia Sager, partners at Latham & Watkins, about their successful effort to change regulators’ minds with regard to accredited investor certification and what the new guidance, as set forth in the Letter and the C&DIs, means for hedge fund managers. This article presents key takeaways from that discussion. See our two-part series on the proposed changes to the accredited investor definition: “Proposed Changes and SEC Commissioner Perspectives” (Feb. 13, 2020); and “Key Takeaways for Private Fund Managers” (Feb. 20, 2020).

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