Public Offerings Securities & Exchange Commission

News & Analysis as of

SEC Adopts Rules to Implement Regulation A+, Providing New Avenue for Capital Formation

Overview - On March 25, 2015, the Securities and Exchange Commission (SEC) adopted amendments to Regulation A (Regulation A+) pursuant to Section 401 of the Jumpstart Our Business Startups Act (JOBS Act) for offers...more

SEC Adopts Final Rules on Regulation A+

On March 25, 2015, the Securities and Exchange Commission (SEC) adopted final rules to amend Regulation A pursuant to the mandate under Title IV of the Jumpstart Our Business Startups Act (JOBS Act) that directed the SEC to...more

Keys to Surviving Your First IPO

2014 was a big year for initial public offerings (IPOs). According to Renaissance Capital, 273 companies took the plunge in 2014, the most since 406 companies went public in 2000. Gross proceeds of $85 billion were raised,...more

New Capital Raising Alternatives for Non-SEC Reporting Companies: Regulation A+

Non-SEC Reporting US and Canadian companies may now raise up to $50 million in a 12-month period under an expanded exemption from the registration requirements of the Securities Act of 1933 (the “Securities Act”) under...more

SEC Adopts Enhanced Exempt Securities Offering Rules

As directed by Congress in the Jump Start Our Business Startups (JOBS) Act, the Securities and Exchange Commission has adopted rules substantially increasing amounts that companies can raise through exempt public offerings....more

Going from A to A+: SEC Approves Amendments to Regulation A

On March 25, 2015, the U.S. Securities and Exchange Commission unanimously adopted final rules to amend Regulation A, as mandated by Title IV of the Jumpstart Our Business Startups Act (JOBS Act). Whereas the existing...more

SEC Files Offering Fraud Action

The Commission filed another offering fraud action tied to the sale of interests in the development of oil and gas wells prior to the recent downturn in the price of oil. Beginning in 2010 the defendants raised about $4.4...more

SEC Approves Final Rules for Regulation A+

On March 25, the U.S. Securities and Exchange Commission (SEC) adopted final rules amending Regulation A to implement the provisions of Section 401 of the Jumpstart Our Business Startups Act (JOBS Act). The new rules confirm...more

The SEC on Capital Formation: Graded Incomplete – Commissioner Gallagher

Last year the IPO market was overheating – a record number of initial offerings were conducted. Nevertheless, SEC Commissioner Daniel Gallagher gives the SEC a grade of “incomplete” in the area of capital formation in recent...more

S.E.C. Adopts Final Rules Amending Regulation A

On March 25, 2015, the Securities and Exchange Commission adopted final rules amending its Regulation A, i.e., the so-called “Regulation A+ Rules”. Regulation A has been a little used provision in the securities laws due to,...more

SEC Adopts Amendments to Regulation A to Facilitate Small Issuer Access to Capital

On March 25, the SEC unanimously voted to adopt amendments to Regulation A under the Securities Act of 1933, as amended (the Securities Act), and the related forms and filing and delivery requirements, to implement Title IV...more

Crowdfunding: What It Is and What It Isn’t

THIS OUTLINE is intended to flag a number of things about Crowdfunding that counsel should consider and in guiding entrepreneurial clients and small issuers with this developing capital formation exemption from the...more

SEC Charges Underwriter and Bankers in Connection with Offering by China-based Issuer A Cautionary Tale of How Bad Facts and Weak...

On March 27, 2015, the U.S. Securities and Exchange Commission (SEC) announced charges against an investment bank and two of its bankers for failing to adequately review and escalate a due diligence report which contradicted...more

“A” is For Approved: SEC Finalizes Regulation A+, the Small Offering Exemption

Securities lawyers had a “first time in forever” moment on March 25, when the U.S. Securities and Exchange Commission (SEC) voted to approve landmark reforms to its Regulation A, the so-called (and until now little-used)...more

SEC Adopts Rule Giving Access to Capital for Smaller Companies

On March 25, the SEC adopted final rules to amend Regulation A, a current exemption from registration for smaller companies issuing securities. The new rules, which allow smaller companies to offer and sell up to $50 million...more

SEC Adopts Final Rules Expanding Regulation A, Providing a New Option for Offerings Under $50 Million

On March 25, 2015, the SEC formally adopted its final rule amendments governing the expansion of registration exemptions for public offerings of $50 million or less in any 12-month period under Regulation A of the Securities...more

Back to the Future? (Regional Exchanges and Venture Exchanges)

Last week, in connection with the meeting of the SEC’s Advisory Committee on Small and Emerging Companies, both Commissioner Aguilar and Commissioner Gallagher expressed interest in, and support for, a more thorough...more

Meeting of the SEC Advisory Committee on Small and Emerging Companies

The Securities and Exchange Commission’s Advisory Committee on Small and Emerging Companies met on March 4 to discuss various topics related to facilitating the secondary market for trading securities of small and emerging...more

SEC Advised to “Do No Harm” to Accredited Investor Definition

At its meeting on March 4, the SEC’s Advisory Committee on Small and Emerging Companies approved its rather limited recommendations to update the definition of “accredited investor” as it applies to natural persons as found...more

SEC Advisory Committee to vote on definition of “Accredited Investor”, and to consider secondary market liquidity for securities...

The Securities and Exchange Commission announced today that the next meeting of its Advisory Committee on Small and Emerging Companies will focus on ways to increase the opportunities for investors in small and emerging...more

"Regulation AB: New Rules for Publicly Issued Asset-Backed Securities"

In August 2014, the Securities and Exchange Commission revised the existing regulations that govern the offering process and the disclosure and periodic reporting requirements for publicly offered asset-backed securities...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

Federal Crowdfunding Efforts Stall While Tennessee Prepares for Takeoff

On January 1, 2015, pursuant to the Invest Tennessee Exemption (ITE), crowdfunding in Tennessee became legal, granting Tennessee-based companies and investors increased access to capital and broadened opportunities to invest....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

Global Crowdfunding Site Consents to SEC Censure

Last week, the Securities and Exchange Commission censured Eureeca Capital SPC, an online, securities-based crowdfunding site incorporated in the Cayman Islands, for failing to implement procedures “reasonably designed” to...more

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