Our new case highlights how the accredited investor definition tramples the right to pursue economic opportunity.
- Nicolas Morgan
- 2 days ago
- 5 min read
Emily Kapszukiewicz & Healthcare Shares, P.B.C. v SEC
September 11th, 2025
Dear ICAN Partners,
At ICAN, accredited investor reform has been a central goal from the very beginning because we believe every American deserves the freedom to invest their talents and resources in pursuit of opportunity—and government has no place standing in the way. We’ve pressed the SEC, we’ve engaged with Congress, and we’ve worked to raise public awareness about how this outdated rule harms both investors and entrepreneurs. But the most powerful way to achieve lasting change is through the courts.
That’s why we have filed a pivotal lawsuit on behalf of Emily Kapszukiewicz, an experienced healthcare executive, and Healthcare Shares Venture Capital Fund, a public benefit corporation financing medical innovation. Emily was barred from investing, and Healthcare Shares was blocked from raising mission-driven capital from healthcare leaders—all because of the SEC’s arbitrary wealth and income requirements.
By challenging the accredited investor rule on constitutional grounds, we are not just asking for a policy fix—we are seeking to establish guardrails that ensure regulators can never again impose arbitrary wealth and income tests that strip most Americans of equal access to economic opportunity. For years, we (and many of you) have warned 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.
This approach is exactly what makes ICAN unique. We are the only nonprofit public interest law firm focused solely on the SEC, led by former SEC attorneys with deep litigation experience. And, we are backed by a nationwide network of leading lawyers and advocates who share our belief in fair, accessible markets for all.
Court rulings have the power to outlast election cycles and regulatory shifts. They can reshape the playing field for generations. That is the heart of ICAN’s strategy—transforming individual cases into precedents that permanently protect investor choice.
We are proud to be standing alongside our courageous clients, Emily Kapszukiewicz & Healthcare Shares, P.B.C., and grateful for the partnership of our co-counsel, Angela Brown and Chris Davis at Gray Reed, in bringing this case to life. Together, we are fighting not just for them, but for every American who deserves the freedom to put their skills and savings to work in the economy.
In gratitude,
Nick Morgan
Founder and President of ICAN
ICAN Fights SEC Rule That Ignores the Constitution—and Common Sense
Emily Kapszukiewicz & Healthcare Shares, P.B.C. v SEC
Emily Kapszukiewicz has spent her career helping others. Today, she is trusted to run a healthcare company and manage budgets worth millions. She has nearly $850,000 in savings—proof of a lifetime of financial responsibility and discipline. But, when she tried to invest a modest amount in a healthcare fund aligned with her own expertise, the SEC told her she wasn’t “qualified.”
The reason? The SEC’s “accredited investor” rule. This rule bars anyone without at least $1 million in net worth (excluding their home) or a high annual income from investing in certain private funds. Emily falls just shy of that line. It doesn’t matter that she is deeply experienced in the very field she sought to invest in. Under the SEC’s test, her knowledge and expertise don’t count.
The second plaintiff, Healthcare Shares, is a public benefit corporation created to finance social impact healthcare startups. One of its goals is to have a venture capital fund where all of the investors are physicians or healthcare executives. Yet the SEC’s rule makes it harder for Healthcare Shares to raise capital, cutting off investors like Emily who care about advancing healthcare but don’t meet the agency’s wealth test.
The irony is plain. Emily can be trusted to run a healthcare company, but not to invest in one. Healthcare Shares exists to fund projects for the public good, but it cannot reach mission-driven investors who share that vision. Instead of empowering people who want to help, the SEC’s rule keeps them on the sidelines.
Most fundamentally, the accredited investor rule strips away the basic right of most Americans to pursue economic opportunity—a right at the heart of the American promise. It divides the country into two tiers: those with wealth, who are granted access to opportunity, and those without, who are shut out—no matter how much expertise or dedication they bring.
The costs ripple outward. Skilled leaders like Emily are denied the chance to put their money and knowledge to work. Entrepreneurs are denied partnerships with the investors who believe most strongly in their ideas. And ordinary Americans lose out on innovation and progress that could improve lives.
As Laurence Girard, founder of Healthcare Shares, explains:
“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.”
That vision affects every American. Better healthcare isn’t just about profits or investors—it’s about lives saved, treatments developed, and communities served. But the SEC’s accredited investor rule blocks that future, reserving the best opportunities for the wealthy few.
That’s why Emily and Healthcare Shares turned to ICAN. Together with our co-counsel at Gray Reed, we have filed a constitutional challenge to this outdated, wealth-based barrier. ICAN believes the government has no right to deny Americans the freedom to use their own skills and savings to pursue economic opportunity.
This case is about more than one investor and one fund. It’s about restoring fairness to our markets, opening doors for entrepreneurs, and ensuring that expertise, mission, and commitment—not just wealth—determine who gets to participate in building the future.
Read more about this case and view court filings, along with our press release and press coverage from Bloomberg Law, Law360, ThinkAdvisor, and others. |
ICAN Named Peterson Prize Finalist
ICAN is honored to share that, for a second year in a row, we have been named as a finalist for this year's national Gregor G. Peterson Prize in Venture Philanthropy. The prestigious prize is awarded annually to a "trailblazing start-up in the non-profit sector."
The Prize will be awarded in December, but simply being one of just seven groups selected as finalists from amongst the multitude of worthy start-up nonprofit organizations out there is an enormous honor and a testament to the work the ICAN team is doing to build a robust and durable organization positioned to have a meaningful impact today and tomorrow. The award is particularly apt considering the Prize is named for a venture capital pioneer who co-founded Sutter Hill Co. in 1961, one of the first venture capital firms on the West Coast.
Your Support Helps Drive Market Freedom
ICAN is breaking new ground as a nonprofit law firm dedicated exclusively to pushing back against SEC overreach and expanding market access. With the expertise of former SEC attorneys, seasoned litigators, and a powerful network of allies, we are uniquely positioned to advance the kinds of constitutional challenges and precedent-setting cases that can reshape the future of America’s markets.
But this fight is resource-intensive. Taking on the SEC in federal court requires the staying power to match an agency with virtually unlimited resources.
That’s where you come in.
Every dollar you invest in ICAN is highly leveraged because ICAN partners with leading law firms that provide their time and talent pro bono. By combining your support with top-tier legal firepower, we maximize impact—turning your investment into courtroom victories and lasting change.
Your support ensures that we can keep fighting cases like Kapszukiewicz & Healthcare Shares v. SEC, transforming individual injustices into lasting change that protects opportunity for all Americans.