In considering the relaxation of the prohibition against general solicitation and general advertising that was incorporated into the JOBS Act, Congressional attention seemed to focus on some quid pro quo arrangement that demands verification of accredited investor status.  This leads us to wonder why it takes a “trade” of this sort to justify removing the ban on general solicitation, which was deemed anachronistic long before the JOBS Act was contemplated.  For at least the last decade, practitioners have been urging the SEC to consider whether the prohibition against general solicitation made sense given advances in communications.  In fact, the deregulation of “offers” had been proposed as far back as the late 80s.  Throughout this period, there have been few studies regarding any fraud or evidence that investors misrepresent their status as accredited investors in order to gain access to certain investment opportunities, or that this type of conduct might be so prevalent that traditional means of certifying investor status should be set aside in favor of a more burdensome process.  In the pre-comment period, we note that a variety of views have been submitted to the SEC Staff regarding investor accreditation.  Some suggested approaches advance the notion of a bifurcated path—that is, if you want to use general advertising, you must may the price and engage in a more rigorous verification process.  Why?  Again, we understand the idea of rough justice.  If you will not benefit from the more relaxed communications rules, then you shouldn’t pay the added toll of verifying.  But, neither experience nor logic suggests that investors are not that likely to embellish their status if there is no general solicitation but more prone to do so if they are alerted to an opportunity through the use of general advertising.  Other commenters have suggested that if a broker-dealer or financial intermediary is involved in facilitating the private placement, the broker-dealer should be the “gatekeeper,” and should take additional steps (beyond the traditional certification process) to verify status.  Don’t the know-your-customer and suitability rules already require a baseline level of inquiry?  All in all, the intense focus on verification of accreditation seems overdone.