Change to definition of "accredited investor"

Change to definition of "accredited investor"

Attorney · Los Angeles, CA · Member since 2016 · 284 posts · 314 votes

Big news, syndicators: This morning, the SEC adopted amendments that expand the definition of 'accredited investor'. This has been a LONG time coming. The changes will be effective 60 days after publication in the Federal Register:

According to the SEC, the amendments to the accredited investor definition in Rule 501(a):

  • --add a new category to the definition that permits natural persons to qualify as accredited investors based on certain professional certifications, designations or credentials, including the Series 7, Series 65, and Series 82 licenses as qualifying natural persons. (The Commission will reevaluate or add certifications, designations or credentials in the future);
  • --include as accredited investors, with respect to investments in a private fund, natural persons who are “knowledgeable employees” of the fund;
  • --clarify that limited liability companies with $5 million in assets may be accredited investors and add SEC- and state-registered investment advisers, exempt reporting advisers and rural business investment companies (RBICs);
  • --add a new category for any entity, including Indian tribes, governmental bodies, funds, and entities organized under the laws of foreign countries;
  • --add “family offices” with at least $5 million in assets under management and their “family clients,” as each term is defined under the Investment Advisers Act; and
  • --add the term “spousal equivalent” to the accredited investor definition, so that spousal equivalents may pool their finances for the purpose of qualifying as accredited investors.

They did not index income/wealth thresholds to account for inflation, which would have decreased the number of individuals that qualify as an accredited investor.

Not everyone is happy with the changes ( https://www.sec.gov/news/public-statement/lee-crenshaw-accredited-investor-2020-08-26) but syndicators should be.

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Mack BensonPro Member
Rental Property Investor · Woodbury, MN · Member since 2018 · 299 posts · 299 votes
6y

I just saw this come across. 

I was pleasantly surprised because I had heard that they would change the net worth requirement because some say it has not kept up with inflation. For me the first two are big deals. Accepting individuals with expert knowledge of investments is a great change. To me it has always been odd that a financial advisor who may not have the income or the net worth was unable to invest in a syndication. 

It's also nice to see that "knowledgeable employees" of a private fund can now invest alongside the firm they work for. This can show a huge alignment of interests within an organization.

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  • Mack BensonPro Member
    Rental Property Investor · Woodbury, MN · Member since 2018 · 299 posts · 299 votes
    6y

    I just saw this come across. 

    I was pleasantly surprised because I had heard that they would change the net worth requirement because some say it has not kept up with inflation. For me the first two are big deals. Accepting individuals with expert knowledge of investments is a great change. To me it has always been odd that a financial advisor who may not have the income or the net worth was unable to invest in a syndication. 

    It's also nice to see that "knowledgeable employees" of a private fund can now invest alongside the firm they work for. This can show a huge alignment of interests within an organization.

  • John FortesPro Member
    Multi-Family Syndicator · Abington, MA · Member since 2017 · 603 posts · 347 votes
    6y

    This is quite the news, thank you for sharing this @Amy Wan. Do you see this opening up the field for more accredited investors to be able to participate in funds or foresee future tweaks to the said income/wealth thresholds to account for inflation?

  • Attorney · Los Angeles, CA · Member since 2016 · 284 posts · 314 votes
    6y

    @John Fortes The conversation around changing the definition of accredited investor has been going on for a LONG time, so the fact that changes were actually made is significant. I dont see them adjusting the net worth for inflation. As @Mark Benson noted above, they opened up the definition to folks with significant knowledge, which will increase the number of accredited investors, and have made a note that they may more folks to this pool as time goes on. Over the years, there were proposals to allow anyone with an MBA an accredited investor, among other things, so that didn't quite make it in.

  • Financial Advisor · Indianapolis, IN · Member since 2018 · 294 posts · 165 votes
    6y

    @Amy Wan

    That is a huge step forward. However, I fear it is a half baked solution until they address the arbitrary limitation on the number of accredited investors in Reg D offerings.

    Progress is progress, I suppose.

  • Attorney · Los Angeles, CA · Member since 2016 · 284 posts · 314 votes
    6y

    @Daniel McNulty The limitation on number of investors (accredited or not) in an LLC is moreso a limited due to entity type. Corporations, for example, can have far more investors.

  • Financial Advisor · Indianapolis, IN · Member since 2018 · 294 posts · 165 votes
    6y

    @Amy Wan

    Maybe we are discussing different regulations?

    My understanding of the regulation is that it explicitly limits the number of investors in 506b /c, regardless of entity type.

    The common pass through structure, LLCs are more so for tax treatment and could in theory accept an unlimited number of investors if the regulations were updated.

    Are you suggesting a C Corp under Reg 506 could accept more?

    The basis of my question is that the investor limit often drives minimums high enough that it would not matter if one was accredited. My qualm is that if not for those limitations, minimum entry points would be lower, opening up a larger number of investors to real estate and or other private asset classes.

    Technically speaking it seems the updates Reg is hoping to do just that, but practically speaking I have my doubts on its effect.

  • John CasmonPro Member
    Cincinnati, OH · Member since 2013 · 1k+ posts · 1k+ votes
    6y

    Hey @Amy Wan I saw this but it's not clear on how they are defining "certain professional certifications, designations or credentials," which still feels limited to people who work full-time in private equity. Is that your takeaway for now?

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