BankNotes ...

Proposed Changes to Regulation D

Posted by Wendell Brock on Wed, May 21, 2008

New opportunities for Raising Capital for Bank Holding Companies

Regulation D, which was adopted in 1982, contains several different exemptions for private or limited offerings. Regulation D was designed to facilitate capital formation while protecting investors by simplifying and clarifying existing exemptions for private or limited offerings, expanding their availability, and providing more uniformity between federal and state exemptions.  An offering under one of the exemptions in Regulation D can be beneficial for a bank holding company because the offering does not have to be registered with the SEC, which can be expensive and time consuming. However, an offering under Regulation D may not be right for all bank holding companies due to the specific requirements that must be met in order to fall under the various exemptions from registration contained in Regulation D.

On August 3, 2007, the SEC issued a release that proposed certain revisions to Regulation D. The comment period ended on October 9, 2007, and the SEC is expected to release the final revisions soon. The objective of the proposed revisions is to modernize and clarify Regulation D to bring it more in line with the modern market and communications technology, while still providing protection for investors. The focus of this article is to discuss the proposed changes to Regulation D and the impact the proposed changes may have on offerings for Release No. 33-6389 (Mar. 8, 1982). Release No. 33-8828 (Aug. 3, 2007). bank holding companies. The proposed changes include the following:

  • revising the definition of "accredited investor";
  • creating a new exemption for limited offers and sale to "large accredited investors";
  • shortening the integration safe harbor for Regulation D offerings from six months to 90 days; and
  • applying uniform disqualification provisions to all Regulation D offerings.

For a complete copy of the white paper titled Proposed Changes to Regulation D - click on this link Bank Capital.

Hunton & Williams
Dallas office
1445 Ross Avenue, Suite 3700
Dallas, Texas 75202-2799
(214) 979-3000
(214) 880-0011 fax
Jacquelyn Bateman Kruppa

Topics: Bank Capital, De Novo Bank Capital, Regulations, Reg. D Stock

Subscribe by Email

Most Popular

Browse By tag

To Obtain a White Paper


BankNotes© is published by De Novo Strategy as a service to clients and other friends. The information contained in this publication should not be construed as legal, accounting, or investment advice. Should further analysis or explanation of the subject matter be required, please contact De Novo Strategy at