Series 79 practice questionmediumRegulation D
A private company raises $20 million from 40 accredited and 15 non-accredited investors under Rule 506(b). Which statement is true regarding investor solicitation and disclosure?
- AGeneral solicitation is permitted with appropriate verification of accredited status
- BOnly accredited investors may participate under Rule 506(b)
- CNon-accredited investors must receive specific disclosure information similar to a registered offering✓ Correct answer
- DNo disclosure is required for any investors
Explanation
Why C — Non-accredited investors must receive specific disclosure information similar to a registered offering
Rule 506(b) limits non-accredited investors to 35 and requires that they receive extensive disclosure, similar to public offerings. General solicitation is not permitted under 506(b), and the presence of non-accredited investors triggers mandatory disclosure. Assuming no disclosure or misapplying 506(c) rules is a common trap.
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