January 10, 2012 – Last month, the Securities and Exchange Commission adopted final amendments to the definition of “accredited investor” under the Securities Act of 1933 to exclude the value of a person’s primary residence from his or her net worth for purposes of determining whether the person is an “accredited investor” under the Securities Act rules applicable to private and other limited offerings. The SEC rule making was required as a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act enacted in 2010. To the extent companies have not already done so, public and private companies raising — or planning to raise — capital in Regulation D or other limited offerings that rely on the definition of “accredited investor” should (i) revise their subscription and disclosure documents and (ii) take appropriate additional steps to ensure that any individual investors purchasing securities based on an exemption that relies on accredited investor status meet the revised standards, since failure to comply with the new requirement could result in the loss of the company’s registration exemption.