Regulation A

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Today, November 2, 2020, the Securities and Exchange Commission (SEC) voted to adopt amendments proposed in March 2020 that harmonize and modernize the exempt offering framework.  Predictably, the SEC Commissioners were split in their vote, with two Commissioners voting against the amendments.  Despite the statements of the dissenting Commissioners, who cited investor protection issues, it…

The Securities and Exchange Commission has announced an open meeting on November 2, 2020 to consider amendments relating to the exempt offering framework.  The SEC had released proposed amendments for public comment in March 2020, which were well-received, and included proposed simplifications to the integration framework, as well as modifications to the offering thresholds for…

In April, the Securities and Exchange Commission (the “SEC”) announced that it is soliciting comments on a proposed rule change submitted by The Nasdaq Stock Market LLC (the “Nasdaq”) that will impose additional requirements for companies listing in connection with offerings under Tier 2 of Regulation A under the Securities Act of 1933 (the “Securities…

In this year’s priorities letter identifying the areas of focus for FINRA examinations during the year, FINRA notes that it will review online distribution platforms. Specifically, the letter notes that some firms are involved in the distribution of securities pursuant to Rule 506(c) and Regulation A under the Securities Act. FINRA notes that in some…

On December 19, 2018, the US Securities and Exchange Commission (the Commission) amended Rule 251 and Rule 257 of the Securities Act of 1933, as amended (the Securities Act), which are part of Regulation A, in order to allow companies subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act…

The Securities and Exchange Commission adopted final rules today making Regulation A available to reporting companies.  The Commission was required to amend Regulation A pursuant to the mandate in the financial services regulatory legislation, the Economic Growth, Regulatory Relief, and Consumer Protection Act.  Pursuant to Regulation A, an issuer may raise up to $50 million…

SEC Chair Clayton testified on December 11, 2018 before the U.S. Senate Committee on Banking, Housing and Urban Affairs.  In his testimony, Chair Clayton reviewed the Commission’s Strategic Plan and outlined the agency’s priorities.  Consistent with his remarks delivered at Columbia University, Chair Clayton reviewed some of the principal accomplishments in 2018, including proposed Regulation…

On November 1, 2018, the North American Securities Administrators Association, Inc. (“NASAA”) released for public comment proposed updates to the SCOR Statement of Policy and the SCOR Form (Form U-7).  According to the NASAA, the proposed updates are meant to incorporate many of the investor protections that have been put in place under state and…

On October 23, 2018, the Heritage Foundation hosted a discussion entitled, “Problems with the JOBS Act and How They Can Be Fixed” that featured University of Kentucky College of Law Professor Rutherford B. Campbell. The discussion centered on the impact of the 2012 Jumpstart Our Business Startups Act (the “JOBS Act”), its benefits, its shortcomings,…

At the Practising Law Institute’s Annual Institute on Securities Regulation, a number of updates were provided by the Staff regarding ongoing initiatives within the Office of Small Business.  The Staff reviewed the recently adopted amendments to the definition of “smaller reporting company” (SRC) and directed practitioners to its Small Entity Compliance Guide.  The Staff …