July 10, 2013
Please accept the following comments regarding the SEC's proposal to amend Rule 506:
1. There should be an alternate non-net worth test in order to be deemed an accredited investor. Some practitioners argue that the rationale for the net worth test is to demonstrate that the investor has the resources to withstand an investment loss. However, it is clear that the purpose of the accredited investor designation also is to determine whether an investor has such knowledge and experience in financial and business matters that she is capable of evaluating the merits and risks of a prospective investment. As the song in "Fiddler on the Roof" states: "The rich, the rich, they think they really know". Being rich is no assurance of being smart. Therefore, there should be another way to qualify to become an accredited investor such as a securities license, a CPA designation, admission to the bar, education or experience running a business and so on. It is arbitrary, of course, but takes care of the absurdity that a person who gains a windfall because she wins the lottery or gets a personal injury settlement is accredited while a Professor of Finance is not.
2. Proposed Item 19 of new Form D that asks "if the issuer used a registered broker-dealer in connection with the offering, were general solicitation materials filed with FINRA?" should be amended to state "if the issuer used a registered broker-dealer to sell securities in the offering, were general solicitation materials filed with FINRA?" This would be consistent with SEC Form SSOI, "Supplemental Statement of Income" which recognizes that a broker-dealer could provide a number of services to an issuer that do not involve the sale of securities, such as merger and advisory work and other forms of consulting that may fall short of facilitating a sale of securities.
3. If the issuer is filing solicitation material, there is no longer a need for FINRA Rule 5123 so the SEC should eliminate it.
4. Semi-colons need to be added at th end of Section 230.503(a) (viii), (ix) and (x) which is also missing the word "and" at the end of the item (this is at page 167 of the release.)
Respectfully submitted:
Daniel H. Kolber, President/CEO, Intellivest Securities, Inc.
Series 24, 27, 53, 4, 87, 79, 65
J.D., Ll.M.
Member: New York, Georgia, Fla. & Va. Bars