Which federal statute requires issuers of securities to file a registration statement with the SEC for certain issuances?

The correct response relates to Regulation D of the Securities Act, which provides exemptions from the requirement to register securities with the Securities and Exchange Commission (SEC) under certain conditions. This regulation outlines specific conditions under which issuers can sell securities without having to file a full registration statement. It is primarily designed for private placements and small offerings, allowing companies to raise capital while minimizing regulatory burdens.

Regulation D includes rules that define who can participate in these offerings, including accredited investors, and specifies the disclosure requirements for companies. When issuers qualify for these exemptions, they can offer their securities to a select group of investors without undergoing the lengthy registration process typically required by the Securities Act.

By contrast, Regulation A also allows for certain types of offerings to be made without full registration but applies to smaller issuances and has its own set of rules and limits. The Truth-in-Lending Act focuses on consumer credit transactions and does not pertain to securities issuance, while the Clayton Act addresses antitrust issues and is unrelated to securities regulation. Understanding this framework helps clarify the regulatory landscape for securities issuers under U.S. law.