Press Mentions

"The IAC also noted that a lawsuit has been filed against the SEC, as the Accredited Investor rule which divides Americans into two classes: the wealthy and everyone else.

As previously reported, ICAN is seeking a change to the rule, claiming that it blocks entrepreneurs from seeking investors, impacting free speech while violating federal law, as “Congress never intended to discriminate and disenfranchise the population based on wealth.”

While everyone acknowledges that a wealth hurdle is not the most effective method for determining eligibility, neither the regulator nor the legislator has been able to update the rules to consider sophistication as a more suitable determinant."

Coverage of ICAN's case, Emily Kapszukiewicz & Healthcare Shares, P.B.C. v SEC

“Public reaction has largely focused on whether such investments are too risky for retirement savers. What has been overlooked is the opportunity this creates for America’s entrepreneurs. As Karen Kerrigan, President and CEO of the Small Business and Entrepreneurship Council (SBE Council), emphasized in a recent Capital Ideas podcast hosted by the Investor Choice Advocates Network (ICAN), the shift has the potential to unlock an unprecedented flow of capital into small businesses—the very lifeblood of the U.S. economy.”

Regarding ICAN's case, Emily Kapszukiewicz & Healthcare Shares, P.B.C. v SEC- "Perhaps a better title for this blog could be “accredited investor ROMO,” if I could use that to mean “Risk Of Missing Out.” As many have pointed out, the fact that more companies are staying private for longer means that more Americans miss out on investing during those high-growth years."

"ICAN has made removing the punitive rule a “signature priority.” While there have been rumblings at the SEC for years that it will fix the erroneous rule, so far, the Commission has failed to act. In fact, during the last administration, the SEC sought to increase the barrier and thus make it more discriminatory. Congress has pursued several bills aiming to right this wrong, but again, the legislative branch has failed in its mission."

"A nonprofit investor advocacy group has filed a high-stakes legal challenge against the Securities and Exchange Commission in an attempt to upend the way U.S. regulators decide who is allowed to invest in private markets.

Earlier this week, the Investor Choice Advocates Network, acting on behalf of two plaintiffs, filed a lawsuit in the U.S. District Court for the Northern District of Texas Forth Worth Division. The suit targets the SEC’s accredited investor rule and argues that the agency’s decades-old wealth and income thresholds are arbitrary, unconstitutional and harmful to capital formation.


The lawsuit centers on a paradox: Investors with deep professional expertise and significant skin in the game are shut out of opportunities simply because their bank balances fall slightly short of the SEC’s cutoff."

Regarding ICAN's case, Emily Kapszukiewicz & Healthcare Shares, P.B.C. v SEC- "Morgan acknowledges that the action is akin to “friendly fire,” especially since the SEC chief and his fellow Republican commissioners have all made public comments indicating their dislike of the current accredited investor rule. The agency’s recently released regulatory agenda also suggests that it will propose changes sometime next year. But that’s a long time to wait, and the effort could stretch even further. There is a lot of policy work – including setting out crypto oversight – in the queue.

“We are optimistic that the Atkins-led SEC will do the right thing on the rulemaking front, but this needs to be taken out root and branch…on a faster timetable,” Morgan stresses.

Stepping back: ICAN has had its sights on the accredited investor regulation for a while. In 2022, it formally petitioned the SEC to update the rule. When the agency didn’t respond for two years, the group filed a lawsuit in the 9th Circuit seeking to compel action. Morgan dropped that case this week after seeing the new regulatory agenda, which lists a proposal to “simplify the pathways for raising capital for, and investor access to, private businesses.”

For a group with the words “investor choice” in its name, Morgan notes, focusing on the issue was a no-brainer. “This, from the very beginning, has stood out as one of the most egregious restrictions on the freedom of investors,” he says."

Regarding ICAN's case, Emily Kapszukiewicz & Healthcare Shares, P.B.C. v SEC- "A fresh legal challenge is taking aim at one of the most entrenched — and controversial — rules in securities law: the Securities and Exchange Commission’s accredited investor standard."

"A new lawsuit challenges the Securities and Exchange Commission’s accredited investor rule as arbitrary and capricious under the Administrative Procedure Act because it “uses wealth as a proxy for sophistication without sufficient justification.”

The lawsuit was filed in the U.S. District Court for the Northern District of Texas by The Investor Choice Advocates Network (ICAN), a nonprofit public interest law firm headed by Nicolas Morgan, on behalf of Emily Kapszukiewicz, who is CEO of the health care startup Owl Therapy and has a master’s degree in applied economics."

Regarding ICAN's case, Emily Kapszukiewicz & Healthcare Shares, P.B.C. v SEC

Regarding ICAN's case, Emily Kapszukiewicz & Healthcare Shares, P.B.C. v SEC

Regarding ICAN's case, Emily Kapszukiewicz & Healthcare Shares, P.B.C. v SEC- "Those advocates for reform, along with the plaintiffs in the Texas lawsuit, argue that the accredited investor rule has been exacerbating inequities between wealthy and nonwealthy investors as more young and promising companies eschew the public markets and opt to remain private.

“This barrier is particularly damaging given the declining number of publicly traded companies today, leaving average investors with limited investment choices,” the complaint states. “Meanwhile, the vast landscape of private investment opportunities—including promising start-ups, growing private companies, and innovative ventures—remains accessible primarily to the wealthy.”

Regarding ICAN's case, Emily Kapszukiewicz & Healthcare Shares, P.B.C. v SEC - "Further, the lawsuit contends that the SEC’s rule restricts investors’ rights to expressive and associational conduct under the First Amendment. It argues that investing in a fund like Healthcare Shares is not merely an economic act but a form of expression – a way for individuals to support a social mission and associate with a community of like-minded professionals. The complaint claims that the SEC’s financial thresholds are a content-neutral restriction that fails to meet intermediate scrutiny because less restrictive alternatives, such as investor education or sophistication testing, could achieve the same investor protection goals without categorically excluding knowledgeable individuals based on wealth. The plaintiffs argue that the rule “unconstitutionally restrict[s] Plaintiffs’ ability to engage in a form of political, social, and ideological expression through investment.”

Regarding ICAN's case, Emily Kapszukiewicz & Healthcare Shares, P.B.C. v SEC

Regarding ICAN's case, Emily Kapszukiewicz & Healthcare Shares, P.B.C. v SEC - "America faces a historic wealth gap crisis, and the [SEC's] regulations are making it worse," the suit states. "While anyone can place bets on sports or play poker for money from their phone, the SEC's "accredited investor" rule, effectively excludes the vast majority of Americans from accessing private investment opportunities — the very opportunities that have historically generated great wealth for American families."

Regarding ICAN's case, Emily Kapszukiewicz & Healthcare Shares, P.B.C. v SEC

"A new lawsuit challenges the Securities and Exchange Commission's accredited investor rule as arbitrary and capricious under the Administrative Procedure Act because it "uses wealth as a proxy for sophistication without sufficient justification."

The lawsuit was filed in the U.S. District Court for the Northern District of Texas by The Investor Choice Advocates Network (ICAN), a nonprofit public interest law firm headed by Nicolas Morgan, on behalf of Emily Kapszukiewicz, who is CEO of the health care startup Owl Therapy and has a master's degree in applied economics."

Regarding ICAN's case, Emily Kapszukiewicz & Healthcare Shares, P.B.C. v SEC

"The September posting may reflect additional deliberation necessary for transitioning to a new policy outlook," said Nick Morgan, founder of Investor Choice Advocates Network, a nonprofit advocacy group.

This rulemaking agenda "also represents a change from the prior administration's rulemaking pace, which drew criticisms for short notice periods that did not allow sufficient time for public consideration and comment," Morgan relayed.

In this SPAC Podcast Spotlight Nick Morgan shares his perspective on how the SEC approaches SPAC enforcement. Drawing on past enforcement activity and rulemaking debates, he explains why Commissioner Hester Peirce’s dissents may offer insight into how the Commission views SPACs today.

In this SPAC Guest Spotlight, Nick Morgan introduces himself and shares his journey from serving as a Senior Trial Counsel at the SEC to founding the Investor Choice Advocates Network (ICAN). As President of ICAN, Nick leads a unique pro bono defense organization focused on SEC investigations and litigation, offering services at no cost to those who need representation.

With a career spanning the SEC and big law, Nick now uses his experience to advocate for fairness and investor choice in securities regulation. This conversation sets the stage for his work and the mission of ICAN.

Discussing ICAN's case SEC v Barry, Skadden notes: "As the regulatory thaw opens up new possibilities for tokenization projects, this case serves as a good reminder of the guardrails that remain. Projects that seek to tokenize real-world assets or fractionalize interests must still assess whether the manager’s ongoing efforts and expertise steer the project toward profitability in a way that may trigger the Howey test."

"Ahead of a comprehensive review promised by the SEC, lawyers believe that the recent overturn of the Consolidated Audit Trail’s funding order could herald its demise."

"The facts about what transpired during the exam are certainly odd, but the most noteworthy aspect of this SEC order is the active role the Commissioners took in their role reviewing the factual record," Nick Morgan, founder of the nonprofit advocacy group Investor Choice Advocates Network, told me in an email. "Distinguishing between compelling and uncompelling circumstantial evidence is a level of nuance not normally reflected in SEC orders of this kind."

The SEC's modification of FINRA's sanctions "is also noteworthy: reducing the bar to a suspension that ends immediately is certainly not the norm," Morgan added. "This SEC is clearly not going to rubber-stamp FINRA disciplinary findings and sanctions."

Regarding Corpus Christi Firefighters’ Retirement System v. Macellum Capital Management LP, et al. in which ICAN filed an amicus brief

Nicolas Morgan, founder of ICAN, told ThinkAdvisor Thursday that the jury verdict in the Cutter case "deserves careful examination, as it raises important questions about the boundaries of investment advisor regulation." Said Morgan: "While investor protection is paramount, we must be wary of regulatory overreach that imposes unnecessary burdens on financial professionals legitimately serving their clients. What's concerning is that expanding registration requirements beyond what Congress intended ultimately creates higher costs and fewer choices for investors. ICAN will continue monitoring this case closely as it potentially moves through the appeals process, as the final outcome could have significant implications for how Americans access financial advice."

ICAN in Law360

“This milestone concludes a challenging 15-month process, and I cannot thank the team at Byrd Law Group and our partners at ICAN (Investor Choice Advocates Network) enough for their dedication and persistence,” said Stephen H. Watkins, CEO of Entrex. “Their support in addressing FINRA’s prolonged non-responsiveness was critical in protecting the interests of our investors and restoring market clarity.”

ICAN in ThinkAdvisor

ICAN in Law360

ICAN in Law360

"The current regulatory framework doesn’t protect people from making poor financial choices. It simply restricts certain choices to those who are already wealthy. Innovation is finding ways around these barriers, but comprehensive regulatory reform remains essential."

"'It’ll be more of an emphasis on capital formation and investment choice as opposed to more of an emphasis on investor prohibition or greater regulatory obligations,' said Nick Morgan, president of the Investors Choice Advocates Network and former SEC attorney. 'That’s a very good thing.'”

ICAN in Capitol Account

ICAN in Capitol Account

ICAN in Crowdfund Insider

"Mona appealed, backed by ICAN, a group that typically represents small investors against the Securities and Exchange Commission. Mona, 'a retired grandfather in his eighties,' is among 'countless unsuspecting traders who have found themselves on the receiving end of lawsuits' under the short-swing profit rule for insiders, ICAN said."

ICAN in Bloomberg Law

ICAN in Law360

Quoting Judge Clifton: "Why is it that these individuals are expected to know better … when God knows, we've spent a lot of time and read a lot of pages trying to figure out whether this is an investment contract."

"Nick Morgan, founder and president of the Investor Choice Advocates Network, said . . 'The Securities and Exchange Commission and the Financial Industry Regulatory Authority 'have shown an increasing appetite to bring enforcement actions for what would previously have been considered internal employment and management issues . . .'"

Nick Morgan on Free the Economy Podcast

ICAN in Reuters

Nick Morgan on Wall Street Blockchain Alliance Podcast

Nick Morgan on The Long-Short Podcast

ICAN in Capitol Account

Nick Morgan, a former SEC enforcement attorney, said the court’s opinion opens the door to challenges of other punishments that administrative courts can order, including suspensions and bars from working in a regulated industry.

“There will be some litigation saying professional bars can in some cases be more impactful than a monetary penalty and should be afforded the same right to a jury,” said Morgan, who now helps clients fight SEC litigation. He filed a friend-of-the court brief supporting Jarkesy on behalf of a group that included Mark Cuban and Elon Musk, who each have locked horns with the commission.

ICAN in Bloomberg Law

Nick Morgan on inSecurities Podcast

ICAN in Law360

ICAN in Securities Docket

ICAN in Bloomberg Law

Quoting Nick Morgan on how First Amendment's restrictions on compelled speech thwart regulators from all political perspectives from forcing securities market participants to act as mouthpieces: "'What’s good for the goose is good for the gander,' says Nick Morgan, president of the Investor Choice Advocates Network."

Describing ICAN's pro bono litigation efforts, "Some groups are already working to support industry defendants directly; for example, the Investor Choice Advocates Network is starting to take pro bono clients in SEC actions. I am sure they could use more resources to do so."

"Nicolas Morgan, who heads the nonprofit group Investor Choice Advocates Network, said 'The SEC should be expanding opportunities for investors of all types.'"

"Nick Morgan, a founder of Investor Choice Advocates Network . . . filed the amicus brief on behalf of Musk, Cuban and others who fought SEC charges and won in court. It focused on the right to a jury trial, which dominated the arguments today."

ICAN in Law360

Reporting on ICAN's amicus brief and describing ICAN as "one of the pioneers" in using the major questions doctrine to challenge SEC overreach.

"Through a nonprofit group called the Investor Choice Advocates Network, or ICAN, Mr. Cuban and Mr. Musk filed a friend-of-the-court brief bashing the SEC for sometimes allowing jury trials while denying them at other times, depending on what the SEC thinks will lead to the better outcome for the agency."

Noting, "ICAN advocates on behalf of smaller investors and entrepreneurs who too frequently are steamrolled by federal regulations, including the SEC."

ICAN in Legal Newsline

Discussing "market access advocacy organization ICAN's" critique of SEC position that "may ultimately deprive investors and consumers of useful information about digital assets they wish to purchase."

Nick Morgan on inSecurities Podcast

Quoting ICAN, "When the SEC seeks to expand its jurisdiction through litigation rather than rulemaking, the SEC explicitly excludes investor from that process. Who is and is not included within the definition of 'broker' is obviously of great importance to investors."

Noting "briefs supporting the U.S. Chamber were filed by . . . the Investor Choice Advocates Network, a nonprofit that touts its pushback against what it calls SEC overreach . . . Nicolas Morgan . . . told Law360: 'The SEC falls short in its investor advocacy mission when it piles on regulatory burdens that reduce investor choices, as is the case with the Share Repurchase Rule.'"

Noting "briefs supporting the U.S. Chamber were filed by . . . the Investor Choice Advocates Network, a nonprofit that touts its pushback against what it calls SEC overreach . . . Nicolas Morgan . . . told Law360: 'The SEC falls short in its investor advocacy mission when it piles on regulatory burdens that reduce investor choices, as is the case with the Share Repurchase Rule.'"

Including comments on SEC proposed climate disclosure rules from "Nicolas Morgan, a former agency lawyer and president of Investor Choice Advocates Network, a nonprofit law firm that fights what it considers to be government overreach."

Discussing ICAN's amicus brief criticizing the SEC's failure to respond timely to rule making petitions.

Discussing ICAN's amicus in SEC v Michelle Cochran, "Investor Choice Advocates Network president Nick Morgan, whose organization filed a brief in support of Cochran, has promised that ICAN 'will be actively seeking cases to bring in federal court, challenging the constitutionality of the SEC's administration process. The unfairness of the SEC's process and the enormous amount of resources it takes to resist SEC cases, as illustrated in this matter, inspired us to create ICAN.'"

Discussing amicus brief in SEC v Wahi from "nonprofit organization, Investor Choice Advocates Network, [which] represents people fighting what it calls SEC overreach."

Discussing ICAN's amicus brief in SEC v. Wahi, "there’s no indication Congress intended 'investment contract' to be a catch-all phrase, nonprofit law firm Investor Choice Advocates Network said in an amicus brief filed Monday supporting the Wahis. 'The SEC nevertheless claims—as the EPA impermissibly did—to have discovered "an unheralded power" which would vastly transform and expand its regulatory authority,' ICAN wrote."

Discussion of ICAN amicus brief in support of investor use of digital assets

Discussion of ICAN petition for SEC rule change to remove diversity, equity, and inclusion barriers

ICAN in Bloomberg Law

Discussion of ICAN brief in SEC v. Cochran

ICAN in Daily HODL

Rob Schmidt describes ICAN amicus brief

Jesse Westbrook describes ICAN's formation and mission

Dara Albright interviews Nick Morgan about ICAN and current SEC trends​

Keith Paul Bishop comments on ICAN Supreme Court Amicus Brief