Recently, I came across a very helpful table on the SEC's website. The table illustrates which offerings exempt from Section 5 of the Securities Act may be subject to state registration or qualification requirements:
|
Securities Act Exemption |
Under the Securities Act, is the offering potentially subject to state registration or qualification? |
|
Section 4(a)(2) |
Yes |
|
Rule 506(b) |
No |
|
Rule 506(c) |
No |
|
Rule 504 |
Yes |
|
Regulation Crowdfunding |
No |
|
Regulation A - Tier 1 |
Yes |
|
Regulation A - Tier 2 |
No |
|
Rules 147 and 147A |
Yes |
|
Rule 701 |
Yes |
I did notice the absence of one significant exemption from the table - Regulation S. California has no analog to Regulation S, which exempts certain offshore transactions from the registration requirement of Section 5. The application of the qualification requirements of the Corporate Securities Law of 1968 will depend on whether an offer or sale is made "in this state". See California’s Blue Sky Law Problems for Foreign Issues and Foreign Issuers, 23 Insights 7 (2009).
HRA Regulations Proposed
When I served as Commissioner of Corporations, I had responsibility for administering and enforcing California's law governing health care service plans (aka HMOs). As Commissioner, I was very concerned with the affordability of health care. Thus, I was pleased yesterday to see that the U.S. Departments of the Treasury, Health and Human Services, and Labor have announced proposed regulations intended to expand the usability of health reimbursement arrangements (HRAs). The proposed regulations are available here.
