North American Securities Administrators Association

News & Analysis as of

NASAA M&A Broker Model Rule

On January 15, 2015, the Broker-Dealer Section of the North American Securities Administrators Association (NASAA) requested comments on a proposed uniform state model rule (the Model Rule) regarding the exemption of certain...more

First Reg A Issuer to Complete State Review Process Would Do It Again

This Growth Capital Investor article references Smith Anderson attorneys Benji Jones and Merrill Mason. A company that focuses on micro-lending for independent builders in real estate is now the first Reg A issuer to...more

Model Rule Exempting M&A Brokers Proposed by NASAA

The Broker-Dealer section of the North American Securities Administrators Association (NASAA) has proposed a model uniform state rule (the “Model Rule”) that would exempt parties that act only as deal brokers in M&A...more

Broker-Dealer Fee Disclosure Under Microscope

In September, state securities regulators formed a working group aiming to make broker-dealers’ disclosures about their fees more clear, accessible, and useful to investors in comparing different firms’ charges. The group...more

This May Not Be Rocket Science, But Is NASAA’s Form D Filing Fee Legal?

Earlier this week, the North American Securities Administrators Association (aka NASAA) announced the launch of its Electronic Filing Depository (EFD). The EFD allows issuers to file Form Ds in Rule 506 offerings online. A...more

NASAA Unveils Online Filing System for State Form D Filings

On December 15, 2014, the North American Securities Administrators Association, Inc. (NASAA) unveiled its Electronic Filing Depository (EFD) for use in connection with state Form D filings in Rule 506 offerings. The NASAA...more

First Issuer Completes NASAA Coordinated Review Program

There has been somewhat of a controversy surrounding the SEC’s rulemaking in connection with Regulation A+ under the JOBS Act. Should larger Tier 2 offerings preempt state blue sky regulation (my preference) or be subject to...more

Why Subfranchising is Rare in the U.S.

Subfranchising is one of three multi-unit franchise structures that the North American Securities Administrators Association, Inc. (NASAA) addressed in their Multi-Unit Commentary, which was the subject of an earlier post. ...more

How to Disclose Multi-Unit Franchise Offerings

Multi-unit franchising is a good way to grow a franchise system quickly. We now have guidance on how franchisors should present multi-unit franchise offerings....more

The Financial Report - Volume 3, No. 19 • October 2014 (Global)

News from the Americas - Securities enforcement by state regulators. The US North American Securities Administrators Association published its annual enforcement survey. It noted a significant increase in the amount of...more

Electronic Blue Sky Filings: NASAA Proposes Model State Rules

The North American Securities Administrators Association, Inc. (NASAA) has released model rules relating to the use of its Electronic Filing Depository (EFD) system for Form D and state registration and notice filings. The...more

NASAA Seeks Comment on a Model Rule for Electronic Blue Sky Filings

The North American Securities Administrators Association, Inc. (NASAA) posted a web notice requesting comment on model rules that would provide for electronic filings with the states of Form D and other state securities...more

Remarks of Sebastian Gomez Abero, Chief of the SEC’s Office of Small Business Policy, in an ALI Webcast Titled “Crowdfunding and...

On May 22, 2014, Sebastian Gomez Abero, Chief of the Office of Small Business Policy of the Division of Corporation Finance of the SEC, spoke about the SEC’s crowdfunding and Regulation A+ proposals. Mr. Gomez commented...more

The Conference of State Bank Supervisors and the North American Securities Administrators Association Release Guidance Regarding...

The Conference of State Bank Supervisors (the “CSBS”), through its Emerging Payments Task Force (the “Task Force”), and the North American Securities Administrators Association (the “NASAA”) released Model State Consumer and...more

A Bad Turn For Reg A+ And Reg D?

SEC Commissioner Luis A. Aguilar gave a speech to an annual conference of the North American Securities Administrators Association, otherwise known as NASAA. On the issue of Reg A+ preemption of state law, the Commissioner...more

NASAA Comments on SEC’s Regulation A+ Proposal

Not unexpectedly, on February 19, 2014, the North American Securities Administrators Association sent a letter to the SEC objecting to the preemption of state authority over small corporate offerings by the SEC in its...more

Amendments To "Regulation A" - A Step Towards a Middle Ground in Smaller Company Capital Formation

The Securities and Exchange Commission (Commission) recently proposed rules amending Regulation A. Regulation A currently allows an exemption from federal registration under the Securities Act of 1933 (the Securities Act) for...more

Does The SEC’s Regulation A Proposal Defy Congress’ Clear Intent?

This week’s announcement by the Securities and Exchange Commission that it is proposing amendments to update and expand Regulation A has attracted quite a bit of attention. David Lynn writing in Broc’s Blog took special note...more

NASAA on Reg A+

At the end of last week, the North American Securities Administrators Association (NASAA) submitted another comment letter on Reg A+, which now (given the SEC open meeting notice) seems particularly well timed. The NASAA...more

Halloween Shivers: Frightening Times Ahead for RIAs?

Two Halloween announcements by securities regulators may frighten investment advisers. The October 31 statements from the SEC and the North American Securities Administrators Association (NASAA) suggest that federal and...more

NASAA Request for Comment on Reg A+ Coordinated Review

Yeserday, the board of directors of the North American Securities Administrators Association, Inc. (NASAA) released materials for public comment relating to a new coordinated review by state securities regulators of...more

NASAA Supports Regulatory Relief For M&A Brokers

Last June, Congressman Bill Huizenga introduced H.R. 2274 which would amend the Securities Exchange Act of 1934 to provide for a notice-filing registration procedure for brokers performing services in connection with the...more

NASAA’s Perceived Threats

In its annual list of risks posed to investors and small businesses, NASAA once again identifies private offerings. NASAA notes that “[f]raudulent private placement offerings continue to rank as the most common product or...more

Congress Could Nix Mandatory Arbitration

In light of the absence of SEC action on topic, Rep. Keith Ellison, D-Minn., a member of the House Financial Services Committee, has introduced the Investors Choice Act of 2013....more

California Bill Aims To Promote Green Energy Investment Scams

“Today I’d like to tell you a little bit about the color green . . .” Green energy is popular. That popularity makes not just likely, but inevitable that promoters will use the cachet of green energy to attract and...more

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