On June 18, 2019, the US Securities and Exchange Commission (SEC) issued a concept release soliciting “comment on possible ways to simplify, harmonize, and improve the exempt offering framework to promote capital formation and expand investment opportunities while maintaining appropriate investor protections.” Under the Securities Act of 1933, as amended (Securities Act), every offer and sale of securities must be registered with the SEC unless an exemption from registration is available. In the concept release, the SEC specifically notes that the overall framework for exempt offerings has, particularly recently, changed significantly due to the introduction, expansion or revision of various registration exemptions.

This Legal Update highlights some of the more interesting questions the concept release raises.