October 2, 2013
The From D filing requirements have always been, and should continue to be, for SEC informational purposes and not a requirement for the private offering exemption safe harbor (including the 506(c) safe harbor).
The fact of the matter is, seemingly unbeknownst to the SEC, that most small companies (really their officers and directors since companies are really a legal fiction) have no or little knowledge concerning the restrictions on the offer and sale of securities. They are just looking to get funding to support and grow their businesses. Of course there are the fraudsters out there but these people represent probably less than 1% of the people offering and selling securities. To make the 506(c) safe harbor unavailable to a company because an officer or director unknowingly engaged in conduct that could be deemed to be general solicitation or advertising and no Form D was pre-filed with the SEC is nonsensical and unnecessarily draconian (in my view), especially if the ultimate purchasers are accredited investors.
As I have reiterated time and time again on some of my unreleased album tracks, I believe that enforcement should be a greater priority rather than regulation as this imposes unnecessary costs and expense on people trying to support their businesses.
While we're on the topic, let make the process to obtain SEC filing codes a little simpler. There have got to be better ways than the current process which, for lack of better words, is a complete charlie foxtrot.