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Electronic Form D Filing Mandatory as of March 16
February 18, 2009 Full PDF
Many private investment funds, including private equity funds and hedge funds, that offer fund interests in "private placements" commonly rely on a safe harbor provided in Regulation D promulgated under the U.S. Securities Act of 1933, as amended (the "Securities Act"), to avoid registration with the U.S. Securities and Exchange Commission (the "SEC"). Form D serves as the official notice of an offering of securities made without registration under the Securities Act in reliance upon Regulation D. In 2008, the SEC issued a final rule adopting a revised Form D and mandating electronic filing of Form Ds through the SEC's Electronic Data Gathering, Analysis and Retrieval System ("EDGAR") starting March 16, 2009. This client alert highlights certain of the new disclosures that will be required on the electronic Form D, as well as the amendment requirements related thereto.