For the last 30 years, Regulation D has dominated the exempt securities offerings landscape. This dominance was only enhanced with the passage of the National Securities Markets Improvement Act of 1996 (NSMIA) which exempted from state securities regulation (or “Blue Sky”) securities sold in offerings made pursuant to Rule 506 of Regula-tion D. In the aftermath of the recent economic and financial crisis two leading factors have emerged to hobble the usage of Rule 506 for most issuers in the raising of capital: (i) the lack of li-quidity of Rule 506 securities, and (ii) changes to the definition of “accredited investor” in the Dodd Frank Wall Street Reform and Consumer Protec-tion Act (“Dodd-Frank”) signed into law by President Obama in July 2010.

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