News & Resources

SEC Updates Accredited Investor Definition

By John J. Siciliano and Dylan S. O'Sullivan*


Effective December 8, 2020, there is a new definition of “accredited investor” in Rule 215 and Rule 501(a) of the Securities and Exchange Commission’s (SEC) Regulation D.

Accredited investors—considered to be sufficiently sophisticated and risk tolerant—are permitted to participate in certain private offerings under Regulation D that are not subject to the same investor protections as public offerings. The new accredited investor definition expands the class of individuals and entities who qualify, widening the pool of potential investors for private offerings and better harmonizing the definition with other securities regulations.

The current regulations use wealth as a rough proxy to gauge financial sophistication. Individuals qualify if...

*Dylan S. O’Sullivan is a third year law student at Northeastern University School of Law and is not a practicing attorney.


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