Which regulation allows private placements to accredited investors without registration?

The regulation that allows private placements to accredited investors without the need for registration is Regulation D (Reg D). This regulation provides a framework for issuing securities in a manner that is exempt from registration under the Securities Act of 1933. Specifically, Reg D is designed to facilitate capital raising for private companies by allowing them to sell securities directly to accredited investors, which include institutions and individuals who meet certain income and net worth criteria.

By utilizing Reg D, companies can bypass the lengthy and costly registration process typically required for public offerings, making it more accessible for startups and smaller enterprises to secure funding. The conditions set forth in Reg D ensure that only those investors who are deemed capable of understanding the risks associated with the investment can participate, thereby protecting less experienced investors from the complexities of unregulated offerings.

Reg A, Reg S, and Reg T serve different purposes within the regulatory framework. Reg A allows for offerings to the general public with some registration, Reg S pertains to offshore offerings not subject to U.S. registration requirements, and Reg T is related to margin requirements for securities transactions. None of these regulations offer the same streamlined pathway for private placements to accredited investors that Reg D does.