SEC Enforcement Action – Failure To File Forms D

On December 20, 2024, the U.S. Securities and Exchange Commission (SEC) announced that it settled charges issued against one registered investment adviser and two private companies for failing to file Forms D in connection with unregistered securities offerings.¹ Issuers must file Forms D with the SEC to rely on the exemptions under Regulation D from securities registration. However, prior to the SEC's announcement, it was commonly understood in the private equity industry that enforcement action would not be taken against issuers on the basis of failing to make a Form D filing alone. These recent charges indicate that the SEC is taking a different approach, at least with respect to offerings where the issuers may have engaged in general solicitation.