ICAN Files Landmark Lawsuit Against SEC’s Wealth-Based Investor Rule

Case challenges unconstitutional barrier that blocks experts from investing in their own fields while reserving opportunity for the wealthy few

FOR IMMEDIATE RELEASE September 9th, 2025

LOS ANGELES, CA — The Investor Choice Advocates Network (ICAN), a nonprofit public interest law firm, announced today the filing of a major constitutional challenge to the Securities and Exchange Commission’s “accredited investor” rule. The case spotlights two plaintiffs whose stories underscore how this arbitrary wealth and income test harms both investors and entrepreneurs.

Emily Kapszukiewicz, a seasoned healthcare leader with a Master's Degree in Applied Economics, is trusted to oversee multimillion-dollar budgets and guide life-saving programs. But when she sought to invest her own savings in Healthcare Shares Venture Capital Fund, she was told she wasn’t “qualified.” Her net worth is $850,000 — just shy of the SEC’s $1 million cutoff. The irony is striking: Emily is qualified to serve as the CEO of a healthcare company, but is barred from investing in the very fund she believes in.

Healthcare Shares Venture Capital Fund, the second plaintiff, is a public benefit corporation dedicated to financing medical innovation — including research on new treatments and cures. Its leaders built the fund not only to generate returns but to tackle urgent challenges in American healthcare. Yet the SEC’s rule prevents them from raising capital from experts like Emily, who want to contribute both financially and with their experience.

Together, Mrs. Kapszukiewicz and Healthcare Shares Venture Capital Fund are standing up to challenge this outdated rule — one that blocks partnerships between innovators and the professionals best positioned to support them.

“The SEC has been warned for years that this rule widens the wealth gap and blocks capital from reaching entrepreneurs who need it most. Though policymakers and regulators continue to discuss reform, meaningful change has yet to materialize—making this lawsuit the next, and most powerful, step,” said Nicolas Morgan, ICAN’s Founder and President.

“It doesn’t make sense that I can run a company but not invest in one,” said Emily Kapszukiewicz. “I’ve dedicated my career to social impact, entrepreneurship, and healthcare.”

A Rule That Fails Both Common Sense and the Constitution 

The lawsuit argues that the accredited investor rule is unconstitutional and unlawful. It:

• Divides Americans into two classes — the wealthy, who get access to opportunity, and everyone else, who are shut out.

• Silences free speech and association — by blocking entrepreneurs from sharing opportunities and preventing investors from supporting causes they believe in.

• Violates federal law — by imposing wealth barriers Congress never authorized, based on arbitrary thresholds the SEC has never justified.

Healthcare: A Case Study in Harm

Healthcare is one of the clearest examples of how this rule hurts all Americans. Innovation in medicine depends on fresh capital and expert voices. Yet professionals like Emily, with decades of hands-on experience, are sidelined simply because their bank account or paycheck is too small, according to the SEC. The result: capital concentrates in the hands of the already wealthy, while breakthroughs in areas that matter most to families — from treatments to cures — struggle to secure funding.

“There are millions of healthcare professionals who have spent years in training and years serving patients—yet they are told they are not ‘qualified’ to invest in healthcare startups, even when they understand the underlying science better than anyone. If we allow physicians and everyday people—not just large multinational corporations—to become owners in our healthcare system, we will build a more empathetic model of care, one that drives better outcomes and truly serves patients and communities,” said Laurence Girard, CEO and Founder of Healthcare Shares Venture Capital Fund

Main Street vs. a Stalled Government

ICAN has made reform of the accredited investor rule one of its signature priorities. For years, the nonprofit has petitioned the SEC, testified before Congress, and published analysis showing how the rule deepens inequality and stalls innovation. Though policymakers and regulators continue to discuss reform, meaningful change has yet to materialize—making this lawsuit the next, and most powerful, step. ICAN is thankful for its co-counsel, Angela Brown and Chris Davis at Gray Reed, for their partnership on this case. 

“That is why this case is so critical. A court ruling can do more than fix policy—it can set constitutional guardrails to ensure regulators can never again impose arbitrary barriers that shut ordinary Americans out of their own markets. America’s markets work best when they are open to everyone—not just the wealthy few.” Mark Hiraide, ICAN’s Senior Legal Director & Policy Counsel.

Read more about this case and view court filings here.

To view ICAN’s work on reforming the Accredited Investor Rule, visit https://www.icanlaw.org/accredited-investor

For more information about ICAN's work, visit www.icanlaw.org or contact: info@icanlaw.org

About ICAN: The Investor Choice Advocates Network (ICAN) is a nonprofit organization dedicated to breaking down barriers to entry to capital markets and pushing back against regulatory overreach. ICAN advocates for fair and transparent regulatory practices, ensuring all individuals have equal access to investment opportunities and due process in the financial markets.

Contact Information: Investor Choice Advocates Network (ICAN) Email: info@icanlaw.org Website: www.icanlaw.org