Disqualification of Felons and Other "Bad Actors" From Rule 506 Offerings

We are adopting amendments to our rules to implement Section 926 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Section 926 requires us to adopt rules that disqualify securities offerings involving certain "felons and other `bad actors'' from reliance on Rule 506 of Regulation D. The rules must be "substantially similar' to Rule 262 under the Securities Act, which contains the disqualification provisions of Regulation A under the Securities Act, and must also cover matters enumerated in Section 926 of the Dodd-Frank Act (including certain state regulatory orders and bars).