Regulation A

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A rulemaking petition filed recently highlights the need to address the communications safe harbors.  The Securities and Exchange Commission has not reviewed the rules and regulations relating to social media under the securities laws since 2000. The last comprehensive review of the rules relating to offering related communications and safe harbors was Securities Offering Reform…

In the second update to the Securities and Exchange Commission’s Division of Corporation Finance’s Compliance and Disclosure Interpretations in less than a week, on February 17, 2025, the Staff turned its attention to exempt offerings, focusing on Regulation A (“Reg A”) and Regulation Crowdfunding (“Reg CF”).  All the guidance below, except where otherwise noted, is…

In what may be indicative of the Securities and Exchange Commission’s renewed focus on small business capital formation, one of the topics that the staff (the “Staff”) of the Commission’s Division of Corporation Finance (the “Division”) is focusing on is the Regulation A exemption from registration.  Notably, on June 30, the Division issued a no-action…

On May 28, 2025, the U.S. Securities and Exchange Commission (the “SEC”) released several reports produced by its Division of Economic and Risk Analysis (“DERA”) detailing data and statistics regarding the use of the exemptions from Securities Act registration provided by Regulation A and Regulation Crowdfunding, or Regulation CF.  Regulation A consists of two offering…

The Securities and Exchange Commission’s (SEC) Small Business Capital Formation Advisory Committee (the “Committee”) will meet on May 6, 2025 to consider the market impact and challenges associated with Regulation A.

Staff from the SEC’s Division of Corporation Finance, Office of Small Business Policy, and the Office of the Advocate for Small Business Capital Formation…

On March 12, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) issued an interpretive letter (the “Interpretive Letter”) and published two new Securities Act Rules Compliance and Disclosure Interpretations (“CDIs”), all related to compliance with Rule 506(c) of Regulation D…

On March 6, 2025, for the first time since 2008, the staff (the “Staff”) of the Securities and Exchange Commission updated its guidance on the use of lock-up agreements in connection with Rule 145(a) transactions (i.e., certain mergers, consolidations, reclassifications of securities and acquisitions of assets). Prior to the SEC’s update, if a person entering…

As discussed in our prior post, the Securities and Exchange Commission’s Office of the Advocate for Small Business Capital Formation recently issued its 2024 Annual Report.  

The Report provides data on the reliance on crowdfunding and Regulation A to raise capital.  Interestingly, the number of new crowdfunded offerings has remained fairly consistent with the…

The Securities and Exchange Commission’s Office of the Advocate for Small Business Capital Formation issued its 2024 Annual Report just recently.  The Office is required to deliver an annual report to Congress, to the Committee on Banking, Housing and Urban Affairs of the U.S. Senate and the Committee on Financial Services of the U.S. House…

On March 5, 2024, the House will consider capital formation related legislation, H.R. 2799.  This was originally introduced in April 2023 and reported out in July 2023.  It is comprised of 19 separate bills.  The House Financial Services Committee heard testimony on these bills in 2023, access my testimony on several of these bills.…