SEC Updates Securities Act Rules Compliance and Disclosure Interpretations

The SEC published additions to its Securities Act Compliance and Disclosure Interpretations ("C&DIs"). The additions cover questions (see 260.28 to 260.34) regarding beneficial ownership in Rule 144 ("Persons Deemed Not to Be Engaged in a Distribution and Therefore Not Underwriter"). One of the principal interpretations, which is reinforced in several of the new additions, is that the term "beneficial owner" in Rule 506(d) should be interpreted by reference to the definition of that term in Exchange Act Rule 13d-3. (That term is discussed in detail in the "Ownership Chapter of the Guide to Hedge Funds.")

See: Updated C&DIs.