#34 The Regulation D Private Securities Guide
Mid stage investors seeking to actively allocate capital into alternative assets need a clear understanding of Regulation D—the cornerstone of U.S. private securities law. In this episode, we break down Regulation D private placement rules, explain the latest accredited investor requirements 2025, and outline exactly how to invest in private securities offerings while managing risk and maximizing opportunity. Whether you’re evaluating a Rule 506(b) relationship driven deal or a Rule 506(c) general solicitation, you’ll gain actionable insights to navigate compliance, protect your interests, and confidently participate in high quality private market opportunities.
Regulation D: Private Securities Guide for Accredited Investors
In this episode of Alt Investing Made Easy, Roland and Sarah take you beyond the headlines to unpack the U.S. regulatory framework that shapes private securities investing. From the Securities Act of 1933 to Regulation D’s powerful exemptions, you’ll learn how accredited investors can access high‑quality private deals, navigate compliance efficiently, and protect capital through smart disclosure practices. Whether you’re eyeing your next allocation or refining your strategy, this conversation equips you with the clarity and confidence to make informed moves in the alternative investment space.
Key Takeaways for Mid‑Stage Investors
- The Rule & the Exception – All securities must be registered unless they qualify for exemptions like Regulation D.
- Why Regulation D Dominates – Over 90% of private offerings rely on Reg D, streamlining compliance and reducing costs.
- 506(b) vs. 506(c) – Understand the trade‑offs between relationship‑based fundraising and general solicitation to accredited investors.
- Federal Preemption Advantage – How Reg D overrides conflicting state laws, saving time and legal expense.
- Accredited Investor Edge – Why wealth thresholds exist and how they protect both investors and sponsors.
- Materiality & Disclosure – The art of identifying and communicating risks that truly impact investment decisions.
- PPM as a Shield – How a well‑crafted Private Placement Memorandum protects sponsors and educates investors.
Chapters
0:02 – Setting the Stage The role of small businesses in the U.S. economy and why most operate with unregistered securities.
1:04 – The Securities Act of 1933 The foundational law requiring registration and the rationale for exemptions.
7:44 – Understanding Regulation D How Reg D works, its history, and why it’s the go‑to exemption for private offerings.
12:23 – Accredited Investors Explained Eligibility, protections, and why this group dominates private deal flow.
15:03 – Blue Sky Laws & Federal Preemption State‑level securities laws, the Uniform Securities Act, and how federal law simplifies compliance.
18:14 – Private Placements Then & Now The shift from relationship‑only fundraising to public solicitation under Rule 506(c).
20:09 – Materiality & Risk Disclosure Defining “material” information and its role in investor protection.
29:01 – The PPM as a Strategic Tool Why drafting a Private Placement Memorandum benefits both sponsors and investors.
32:00 – Final Thoughts & Disclaimers
Credits
Sponsored by Real Advisers Capital, Austin, Texas
If you are interested in being a guest, please email us.
Disclaimers
“This production is for educational purposes only and is not intended as investment or legal advice.”
“The hosts of this podcast practice law with the law firm, Ferguson Braswell Fraser Kubasta PC; however, the views expressed on this podcast are solely those of the hosts and their guests, and not those of Ferguson Braswell Fraser Kubasta PC.”
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