Securities and Exchange Commission August 10, 2007 – Federal Register Recent Federal Regulation Documents

We propose to revise Regulation D to provide additional flexibility to issuers and to clarify and improve the application of the rules. We propose to create a new exemption from the registration provisions of the Securities Act of 1933 for offers and sales of securities to ``large accredited investors.'' The exemption would permit limited advertising in an exempt offering where each purchaser meets the definition of ``large accredited investor.'' We also propose to revise the term ``accredited investor'' in Regulation D to clarify the definition and reflect developments since its adoption. In addition, we propose to shorten the timing required by the integration safe harbor in Regulation D, and to apply uniform disqualification provisions to all offerings seeking to rely on Regulation D. We are soliciting comments on possible revisions to Rule 504. Finally, we also solicit additional comments on the definition of ``accredited natural person'' for certain pooled investment vehicles in Securities Act Rules 216 and 509 that we proposed in December 2006.