Under a new Rule 506(d), a company considering an IPO cannot rely on exemptions if certain “covered persons” had a “disqualifying event” after the effective date of the amendments. If such an event occurred prior to September 23, 2013, it would not lead to disqualification but would have to be disclosed with “reasonable prominence”2 to investors. Covered persons include directors and certain officers, general partners and managing members of the issuer, as well as individuals compensated for soliciting investors and general partners, directors, officers and managing members of any compensated solicitor involved—collectively, a significant cast of actors.