
Evergreen Guide: Broker-Dealer Due Diligence Obligations in Regulation D Offerings
Private placements under Regulation D of the Securities Act of 1933 remain a critical avenue for capital formation, particularly among early-stage and smaller companies. Despite their exemption from registration, these offerings are not exempt from the antifraud provisions of the federal securities laws. Broker-dealers that recommend Regulation D securities must undertake a reasonable investigation into the offering, the issuer, and the surrounding circumstances. This obligation stems from SEC and FINRA rules and is central to satisfying suitability, antifraud, and supervisory compliance requirements. This guide summarizes the regulatory foundation and outlines best practices for broker-dealers conducting due diligence in Regulation D offerings, with particular reference to FINRA Regulatory Notice 10-22.

Framework for White-Collar Crime in the United States
White-collar crimes are non-violent, financially motivated offenses typically committed by individuals in professional positions of trust. These crimes are generally classified as felonies, the most serious category of offenses, punishable by more than one year of imprisonment. Understanding the classification and legal implications of white-collar crimes is essential for grasping the severity of penalties involved.