The government is looking to tighten up the rules covering wholesale investment offers, amid concern the current rules are too permissive.A report by law firm Chapman Tripp says proposed reforms set out in a Ministry of Business, Innovation and Employment (MBIE) discussion document could attract "significant industry pushback" particularly on the promotion of wholesale investment offers.The changes contemplated by MBIE focus on whether:The eligible investor test is too permissiveThe two-year renewal cycle for investor certification is too shortThe promotion of wholesale offers to the general public should be more tightly constrainedThe various thresholds for wholesale investor status should be adjusted.Chapman Tripp partner Penny Sheerin said wholesale investment offers were not suitable for inexperienced investors."The risk to people offering these deals at the moment is that they have investors who are unsuitable within their investor base, who are really retail investors, who are perhaps inappropriately certifying themselves as eligible investors because they wish to participate in a wholesale offer that may appear attractive to them, but isn't actually suitable for them based on their level of experience in investing," Sheerin said.The Chapman Tripp report also warned there were risks the regulations could go too far."So, for example, I think going too far would be licensing wholesale offerors," Sheerin said."That would be something that we wouldn't support, particularly given the global portability of capital and the risk that New Zealand investors may just then simply invest offshore."The report said some of the reforms could add unnecessary compliance costs.The partners said concerns about inappropriate advertising of wholesale offers were legitimate, but it was critical that the detailed implementation did not unduly restrict capital-raising in the wholesale sector."We are not aware of other countries seeking to licence wholesale offerors and would not support such a move given the global portability of capital and the risk that New Zealand investors may simply invest offshore," the report said, adding there were better ways to manage the risks.The report said wholesale offers were already under the microscope through the Financial Market Authority's (FMA) recent regulatory proceedings and enforcement actions, with an ongoing focus on wholesale issuer conduct, a thematic review in late 2022, and the High Court judgement concerning eligible investor certificates in late 2025.A High Court decision in September 2025 affirmed that eligible investor certificates could generally be relied on, unless there was reason for further investigation.