Keeping the Rule 506 Exemption: Investor Verification Files and Form D and Blue Sky Deadlines

Alexander R. McClean, Partner | Harter Secrest & Emery LLP

Alexander R. McClean is a partner at Harter Secrest & Emery LLP and Chair of the firm’s Securities and Capital Markets practice group. He counsels domestic and foreign companies of every size, from early-stage start-ups to publicly traded companies with market capitalizations in the tens of billions of dollars, as they raise capital privately and publicly under federal and state securities laws and NYSE and NASDAQ listing standards. He has represented companies in software, health care, biotechnology, fintech, clean energy, manufacturing and investment management in numerous private placements, and he advises independent broker-dealers, investment advisers, investment banks and their representatives on compliance with federal and state securities laws and FINRA regulations.

• Education & Credentials

Alex earned his J.D., cum laude, from Case Western Reserve University School of Law and his M.B.A. from Case Western Reserve University’s Weatherhead School of Management, where he was inducted into Beta Gamma Sigma. He holds a B.S. from Brigham Young University and is admitted to practice in New York.

• Recognition & Leadership

Alex has been recognized by Chambers USA in Corporate/M&A (Upstate New York) every year since 2020 and is listed in The Best Lawyers in America® for Corporate Governance Law and Mergers and Acquisitions Law. He was selected to the 2026 Upstate New York Super Lawyers list after five years on its Rising Stars list (2013–2017), received the Rochester Business Journal’s Forty Under 40 award in 2018, and was honored in the Leaders in Law category at the 2025 Attorneys of the Year program presented by The Daily Record and the Rochester Business Journal. He serves on the Board of Directors of the Seneca Waterways Council of the Boy Scouts of America and is a past committee chair of its Towpath District.

• Professional Involvement

Alex speaks regularly on capital raising for private and small-cap companies, including “Private Placements for Transactional Lawyers” at the Monroe County Bar Association’s Securities Law 2017 program, “Your Must-Know Guide to Crowdfunding Regulations for 2016” at the University at Buffalo, “Microcap Capital Raising Strategies” at LD Micro Main Event XVII (2024), and capital-markets panels at the Marcum MicroCap, Sidoti & Company and Planet MicroCap conferences. He co-authored “New Tools for Small Companies to Raise Capital” (Rochester Business Journal, 2019) and “SEC Offers Guidance on Social Media” (Buffalo Law Journal, 2013), and his commentary on SEC rulemaking and capital raising has been featured in the National Law Journal, Law360, Buffalo Business First and the Rochester Business Journal.

• Experience

Beyond private placements, Alex has represented a foreign manufacturer in its NASDAQ initial public offering, public companies in registered at-the-market offerings of $40 million to $200 million, a biotechnology company in a $100 million PIPE offering, underwriters and issuers in NASDAQ uplist transactions, and a publicly held hospital chain in an $875 million registered exchange offer for its senior notes. He advises public companies on periodic disclosure obligations, contested and uncontested proxy solicitations and tender offers; counsels boards of directors on corporate governance and fiduciary duties; guides broker-dealers through change-of-control transactions and the FINRA continuing membership application process; and handles mergers and acquisitions and all facets of the formation, ownership, operation, transfer and termination of business entities.

Corey Harris, Founder and Managing Partner | Veritas Global Law PLLC

Corey Harris is the founder and managing partner of Veritas Global Law PLLC in Midlothian, Virginia, where his practice centers on corporate and securities law, a field in which he has over a decade of applied knowledge and experience. The firm’s practice areas include private investment funds, regulatory compliance, corporate governance, and banking work spanning broker-dealer, investment banking and securities lending matters, together with financial services technology, digital assets and cryptocurrencies, and wealth management.

• Education & Credentials

Corey earned his Master of Laws from the University of California, Berkeley, School of Law in 2015 and holds a Juris Doctor from Boston College Law School and an MBA from the Boston College Carroll School of Management, both conferred in 2008. He graduated summa cum laude from Hampton University in 2004 with a B.A. in Political Science, and he completed the Oxford Chicago Valuation Program at Oxford’s Saïd Business School in 2019. He is admitted to the State Bar of California, the State Bar of Massachusetts, the State Bar of Virginia, and the District of Columbia Bar.

• Recognition & Leadership

Corey founded Veritas Global Law PLLC in 2017 and leads the firm as its managing partner. He has served as general counsel to a fintech payment company with subsidiaries across Asia and the United States, where he continues as an advisor, and as general counsel to several charitable and investment-related foundations.

• Professional Involvement

Corey’s writing on securities regulation includes “The Dos and Don’ts of an SEC Examination” (Pillsbury Winthrop Shaw Pittman LLP, 2015), “SEC Proposed Rule 206(4)-(5) and Proposed Amendments to Rules 204-2 and 206(4)-3 Under the Investment Advisers Act of 1940” (National Venture Capital Association, June 2010), and “The Transparency Bandwagon” (eSeclending Quarterly Update, June 2012). He has also published “The Past as Prologue: Shelby County v. Holder and the Risks Ahead” in the UC Berkeley School of Law Journal of African-American Law & Policy and the Touro Journal of Race, Gender, and Ethnicity (2015) and “Oppression through Violence: The Case of Colombia – An Expansion of The Fetish Object” in the N.C. Central Law Journal (2006). He has appeared as a panelist at the Mutual Fund Round Table at Boston University School of Law (2010), presented “The Scale of the Harm is Unprecedented: A Bellsian Analysis of the Financial Crisis” at Western New England University School of Law (2012), and spoke at the ICO4 Impact Virtual Summit (2018).

• Experience

Before founding Veritas Global Law, Corey served as general counsel to a fintech payment company with subsidiaries across Asia and the United States, and he began his career at Proskauer Rose LLP and Pillsbury Winthrop Shaw Pittman LLP. His practice has spanned financial services, technology and SaaS, private investment funds, broker-dealer and investment banking matters, securities lending, regulatory compliance, corporate governance, biotechnology, and mergers and acquisitions, with particular emphasis on cross-border transactions.

SESSION 1 – Choosing Between Rule 506(b) and 506(c) and Building the Investor Verification File | Alexander R. McClean | 2:30pm – 3:30pm

This hour is for issuer and sponsor counsel who already know the 506(b)/506(c) basics and the accreditedinvestor tests. It works through four calls that have to be made under time pressure: – deciding whether a sponsor’s LinkedIn posts, podcasts, demo days or platform listings have already turned a 506(b) raise into a general solicitation; – documenting a switch to 506(c); – choosing a verification path for each purchaser under the March 12, 2025 minimum-investment track or a Rule 506(c)(2)(ii) method; – running bad-actor bring-downs when a placement agent joins mid-offering.

The working example is a $250,000 investor who wants to wire tomorrow through a three-member LLC after a public post. Attendees leave with a verification-path decision tree and an annotated subscription questionnaire and representation set built to the Latham & Watkins conditions.

BREAK | 3:30pm – 3:40pm

SESSION 2 – Form D and Blue Sky Compliance: Managing Deadlines and Addressing Late Filings | Corey Harris | 3:40pm – 4:40pm

This session teaches issuer and sponsor counsel how to determine the first-sale date, coordinate federal and state filing obligations, maintain EDGAR Next access, and repair late filings (which does not erase an earlier violation). A self-contained Session 2 hypothetical applies the filing calendar to an earlier closing and a proposed LLC investment. The speaker presents Session 2 and briefly recaps those rules before addressing filing decisions, enforcement consequences, and the repair process.

The session follows the offering from contractual commitment through submission, payment, amendments, renewals, and confirmation of completion. Timely Form D filing is required under Rule 503, but is not a condition of an otherwise available Rule 506 exemption. New York provides the principal state example, with selected additional fee comparisons. Attendees apply a filing-calendar template and a latefiling repair checklist to the hypothetical. These two resources will accompany the PowerPoint presentation.

Learning objectives: Determine filing triggers from subscription terms, acceptance, escrow, and capital commitments. Coordinate federal, applicable state, and member filing obligations, including account maintenance. Distinguish filing violations from substantive exemption defects and disqualification issues.

Sequence corrective filings and preserve evidence of submission, payment, and deficiency resolution.