Compliance: Rule 506 “Bad Actor” Disqualifications

The SEC adopted amendments disqualifying private securities offerings involving felons and other “bad actors” from relying on the Rule 506 safe harbor exemption. The lesson learned here is to know who you are dealing with especially when it comes to large investors, brokers and even potential targets and acquirers. Questionnaires and other fact-checking exercises should now be part of the due diligence process.