securities, Regulation D, Reg D, Securities Act, 33 Act, private placment, securities registration, broker-dealer, section 12, due diligence


The Note examines the responsibilities that a broker-dealer has under section 12(2) of the Securities Act of 1933, in Regulation D transactions. The author concludes that because the private placement market for securities generally consists of those persons who are sophisticated and knowledgeable in financial matters, these investors do not need the full protection of the Securities Act's registration requirements. Consequently, broker-dealers involved in Regulation D transactions should not be required to exercise "due diligence."



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