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Regulation D

Regulation D is a Securities and Exchange Commission (SEC) regulation that provides a safe harbor from the registration requirements of the Securities Act of 1933 for certain private placements of securities. This regulation defines the conditions under which a company can offer and sell securities without having to register those securities with the SEC.

The primary goal of Regulation D is to facilitate capital formation by allowing companies to raise money from investors without undergoing the extensive registration process required for public offerings. There are three rules under Regulation D: Rule 504, Rule 506(b), and Rule 506(c), each with different requirements and limitations.