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University of Michigan Law School

2020

Securities Law

Initial public offerings

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Redefining Accredited Investor: That's One Small Step For The Sec, One Giant Leap For Our Economy, Jeff Thomas Jun 2020

Redefining Accredited Investor: That's One Small Step For The Sec, One Giant Leap For Our Economy, Jeff Thomas

Michigan Business & Entrepreneurial Law Review

It may sound trivial, yet how we define accredited investor (AI) is critical. Among other things, U.S. securities laws and regulations make it easier for AIs to invest in privately held companies through “exempt offerings,” which are offerings not “registered” under the 1933 Securities Act. This results in AIs having investment opportunities that are unavailable to non-accredited investors (non-AIs). Moreover, the amount raised in exempt offerings has been increasing both absolutely and relative to the amount raised in registered offerings. In fact, the Director of the SEC’s Division of Corporate Finance recently indicated that “[c]ompanies raised $2.9 trillion in private …