The U.S. Chamber of Commerce (the “Chamber”) writes to comment on the Securities and Exchange Commission (the “SEC” or “Commission”) December 2023 Staff Report entitled “Review of the Accredited Investor’ Definition under the Dodd-Frank Act” (the “Report”).1

The Chamber is concerned with any changes to the accredited investor definition that will inequitably reduce the pool of persons deemed accredited investors. Such changes would limit options for investors and adversely impact the capital formation ecosystem at a precarious time for the American economy.
According to the SEC’s Fall 2023 Unified Agenda of Regulatory and Deregulatory Actions, the Commission appears to be contemplating updates to the accredited investor definition in conjunction with a proposed rulemaking relating to Regulation D and Form D improvements (slated for April 2024).