ICAN Flags H.R. 3394 as a Step Backwards for the Accredited Investor Rule

Proposed legislation would entrench outdated wealth-based barriers, limiting investor access and undermining needed reform, ICAN warns.

FOR IMMEDIATE RELEASE July 21st, 2025

LOS ANGELES, CA — The Investor Choice Advocates Network (ICAN), a nonprofit law firm focused on investor freedom and expanding capital market access, has released a legal and policy analysis of H.R. 3394, warning that the bill would take investor access in the wrong direction.

While framed as a modernization effort, H.R. 3394 codifies the existing wealth-based barriers and introduces new layers of complexity (including a new requirement that education or professional accredited investor status be “verified” by a self-regulatory organization like FINRA). Rather than opening the door to more investors, the bill reaffirms the idea that only the wealthy are capable of making informed investment decisions.

“This bill takes a step backward by embedding outdated wealth and income tests into law and tying the SEC’s hands. We need a flexible, forward-looking approach that trusts informed investors—not one that reinforces a two-tiered financial system.” 

Nick Morgan, Founder & President, ICAN

ICAN’s analysis, published on its Substack, Unchained Markets, explains how H.R. 3394 would leave the vast majority of Americans blocked from private offerings—even if they have the knowledge and experience to evaluate risks. The article, titled “When Congress Gets It Wrong: Why HR 3394 Would Worsen America’s Investor Access Crisis”, calls on lawmakers to reject the false link between wealth and sophistication.

Under current rules—and those reinforced by H.R. 3394—a public school CFO managing a $25 million annual budget, or a mid-career manager who handles complex equity compensation and long-term retirement planning, would still be barred from investing in the same private deals available to a recent college graduate with a trust fund- simply because of their salary and assets. The system is backward, and H.R. 3394 only locks it in further.

“We trust people to manage other people’s money every day—in businesses, schools, and nonprofits,” said Morgan. “But we tell those same people they aren’t qualified to invest their own savings. That’s not protection. That’s paternalism.”

ICAN is urging Congress to take a more meaningful path: a knowledge-based standard that respects investor choice and reflects how markets actually work in 2025.

The organization’s call to reform the accredited investor rule is part of its broader SEC 2025 Action Plan—a 17-point roadmap for modernizing financial regulation, restoring due process, and expanding access to capital. ICAN proposes replacing the outdated wealth thresholds with a self-certification model grounded in financial knowledge and risk awareness. 

ICAN continues to lead on this issue through litigation, rulemaking petitions, and public advocacy, aiming to restore fairness and choice in securities markets. To further inform the public and policymakers on this issue, ICAN recently interviewed Dina Ellis Rochkind, a government affairs attorney at Paul Hastings and former counsel to Senator Pat Toomey, one of the architects of the JOBS Act. In the episode of ICAN’s Capital Ideas podcast, Ellis Rochkind discusses the need for Congress to revisit the accredited investor rules and to prioritize reforms that align with how modern markets truly function.

“Our conversation with Dina was a reminder that both parties can come together to open up capital markets,” said Morgan. “With the crypto bills passed, Congress should turn its attention to fixing the accredited investor rule next.”

The full interview is available on YouTube, and a detailed write-up is featured in Crowdfund Insider.

To read the full analysis of H.R. 3394, visit: https://unchainedmarkets.substack.com

To view ICAN’s 2025 Action Plan, visit: https://www.icanlaw.org/2025plan

Read about ICAN v SEC: Reforming the Accredited Investor Rule: https://www.icanlaw.org/ican-v-sec-accredited-investor-rule-reform

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