On March 12, 2025, the Securities and Exchange Commission (SEC) issued a No-Action Letter (NAL) that clarified and expanded the definition of “reasonable steps” an issuer must take when making an offering under Rule 506(c). The new guidance increases the ability for small funds to raise capital and solicit investors by decreasing the administrative burdens previously applicable to Rule 506(c) offerings.
Background: SEC Rules 506(b) and 506(c)
Generally, under Section 5 of the Securities Act of 1933, any offers or sales of securities must be registered with the SEC unless an ...
On Sept. 4, 2024, the U.S. Treasury Department’s Financial Crimes Enforcement Network (FinCEN) published a final rule imposing new anti-money laundering (AML) and countering the financing of terrorism (CFT) requirements on certain registered investment advisers and exempt reporting advisers. The final rule takes effect on Jan. 1, 2026. The requirements of the new rules are risk-based, and will require advisers to buyout, venture capital, real estate and other types of private funds to analyze the risks that their funds may be used in connection with illicit activities.
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