Illogical. Unconstitutional. The SEC agrees—but is arguing the opposite.
- Nicolas Morgan
- 3 hours ago
- 4 min read
An Update on Our Landmark Lawsuit Against the SEC's
Wealth-Based Investor Rule
April 14th, 2026
Dear ICAN Partners,
The next few weeks will be busy ones here at ICAN—you may hear from us more than usual. We have a new client we'll be introducing you to later this week, and on April 20th, we'll be closely watching the oral arguments in Sripetch v. SEC, a case ICAN’s efforts helped pave the way for, and an outcome that will likely affect many of our clients.
But today, we want to bring you up to speed on our lawsuit against the SEC's accredited investor rule.
ICAN filed this case late last year because we believe the only path to permanent reform of unconstitutional wealth barriers is through the courts. Congressional activity last year was encouraging, and the SEC has signaled that the issue may come up in future rulemaking—progress that ICAN has actively worked to drive. But that isn't enough. Filing this suit sends a message: make an unconstitutional rule, and ICAN will fight back.
The wealth requirement is straightforward. So is what's wrong with it. Under the SEC's current definition, you are not an "accredited investor" unless you earn more than $200,000 per year or hold a net worth of at least $1 million. No expertise required. No knowledge test. No experience. Just a number Congress never actually authorized.
Our clients illustrate the direct harm this paternalistic requirement is having on investors, businesses, and everyday Americans.
Emily Kapszukiewicz holds graduate degrees in economics, has spent years conducting enterprise-level financial analysis, and serves as an advisor to a healthcare venture fund—a fund that eventually hired her as CEO of one of its portfolio companies. Her annual income is approximately $195,000. Her net worth is approximately $850,000. By the SEC's measure, she isn't qualified to invest. A millionaire who has never read a balance sheet? Qualified.
Healthcare Shares, P.B.C.—Emily's co-plaintiff, a public benefit corporation legally obligated to pursue a social mission alongside financial returns—operates Fund I, a venture capital fund built specifically to bring physicians and healthcare executives in as investors and partners. The theory is simple: the people who best understand healthcare are the people best positioned to help healthcare companies succeed. Doctors and executives who have spent careers on the front lines of patient care bring something a traditional venture fund cannot—direct knowledge of what works, what doesn't, and where the real gaps are. The SEC's rule makes that model incredibly difficult to execute.
In March and April 2025, Emily sought to invest between $25,000 and $35,000 in Fund I. She was denied. While she waited for a verification she would never receive, the funds she had earmarked for that investment sat in the public markets—which anyone can access at any time, no wealth test required—and lost more than $5,000 in value. The irony is hard to miss: the rule intended to “protect” Emily by blocking her from investing privately left her money exposed in the public markets, and the losses it caused pushed her further from the wealth threshold she needed to clear in the first place.
When the SEC filed a motion to dismiss, we had a straightforward answer: your own leadership agrees with us.
The SEC's litigation staff is now in court defending a rule its own leadership has condemned. That is the position we are putting before the judge.
The SEC raises procedural objections—we expected them, and we knock them down one by one. But their core argument deserves a direct response: even if we win, Emily won't automatically become an accredited investor. They're right. That's not the point. (If we prevail, the court would vacate the financial restrictions and send the matter back to the SEC for rulemaking consistent with what Congress authorized).
We aren't asking for a magic wand. We're asking a federal court to tell the SEC what Congress told it 44 years ago: go write a rule that doesn't violate anyone's rights. One that accounts for sophistication, knowledge, and experience—not just a bank balance. Our clients were harmed by an unconstitutional rule. The remedy is for the SEC to fix it.
You can read our full opposition here within your browser, or click below to download the PDF.
Why are we fighting so hard on this issue? Because our clients aren't Wall Street insiders. They're everyday Americans trying to solve hard problems and to clear a path for others to do the same.
Emily isn't a hedge fund manager or a venture capitalist by trade. She's a healthcare professional who built her expertise the hard way—through years of financial analysis, on-the-ground leadership, and a genuine commitment to improving patient outcomes. Laurence Girard built Healthcare Shares because he saw a gap: the people best positioned to evaluate healthcare startups—doctors, executives, practitioners—were being locked out of the investment process entirely.
We sat down with both of them to hear what this fight actually looks like from the inside. I hope you’ll take a few minutes to watch the highlights of our conversation below.
What they describe isn't an abstract policy dispute. It's the story of qualified, mission-driven Americans being told by their government that their knowledge doesn't count—and deciding to fight back anyway.
ICAN is asking a federal court to finally hold the SEC accountable, which we couldn’t do without Emily and Laurence being brave enough to stand up to a government agency and be the voices of this issue in court. Your support allows us to stand with them. And we are grateful for every dollar that gives these everyday Americans a fighting chance.
With gratitude,
Nick Morgan
Founder and President of ICAN
P.S. Emily and Laurence sat down to share their story—and it's worth hearing. If their experience resonates with you, please share this newsletter or their video with someone who should know about this fight. Every person who hears this story is one more voice that understands what's at stake.
