Regulation A

News & Analysis as of

SEC Advisory Committee on Small and Emerging Companies Meets

On July 19, 2016, the Advisory Committee on Small and Emerging Companies met to discuss the “accredited investor” definition, the Regulation A market, and the Commission’s recent proposal regarding the definition of “small...more

Secondary Trading in Regulation A+ Securities; $4.4 Million Committed by Investors Under Regulation Crowdfunding

In connection with the SEC meeting of the Advisory Committee on Small and Emerging Companies, the SEC posted a presentation which deals in part on secondary trading of Regulation A+ securities. Among other things, it includes...more

SEC Prevails in Regulation A+ Litigation

Regulation A+, which became effective on March 25, 2015, permits the offering of up to $50,000,000 in securities in any twelve-month period, subject to the certain requirements (a “Tier 2 Offering”). Tier 2 Offerings are not...more

D.C. Circuit Rejects Challenge to SEC Regulation A+

The Commission prevailed in the D.C. Circuit which rejected a challenge to Regulation A+. Petitioners, the chief security regulators for Massachusetts and Montana argued that the SEC’s rules were contrary to the Supreme...more

D.C. Circuit Court of Appeals Upholds Regulation A+

On June 14, 2016, the D.C. Circuit Court of Appeals in Lindeen v. SEC upheld Regulation A+, including the SEC’s definition of “qualified purchaser.” The decision comes after petitioners William F. Gavin and Monica J....more

Corporate and Financial Weekly Digest - Volume XI, Issue 24

SEC/CORPORATE - DC Circuit Court Rejects States’ Challenge of Blue Sky Preemption Under Regulation A+ - On June 14, the Federal Court of Appeals for the District of Columbia (the DC Circuit) rejected challenges...more

Financial Services Weekly News - June 2016 #3

Regulatory Developments - OFAC Updates Frequently Asked Questions Regarding Lifting Sanctions on Iran - On June 8, the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC) updated its...more

Court Rejects Regulation A+ Challenge

The States of Montana and Massachusetts had previously challenged Regulation A+’s preemption of state securities registration and qualification requirements in Tier-2 offerings. The United States Court of Appeals for the...more

OTC Markets, Inc. Asks SEC To Open Regulation A+ to Reporting Issuers

On June 6, 2016, the OTC Markets Group Inc., the entity operating three major over-the-counter marketplaces (“OTC”), submitted a rulemaking petition to the SEC. The petition asked the SEC to amend Regulation A+ to allow...more

The CATO Institute Assesses the Effectiveness of the JOBS Act

On May 3, 2016, the CATO Institute published a policy paper titled, “A Walk Through the JOBS Act of 2012: Deregulation in the Wake of Financial Crisis,” which assesses the JOBS Act and offers certain policy recommendations. ...more

The Equity Crowdfunding Rules: What You Need to Know

The SEC’s equity crowdfunding rules finally go into effect this month almost four years after Congress passed the JOBS Act, requiring the relaxing of certain rules on raising funds. So what does equity crowdfunding actually...more

OTC Markets Group Inc. on Rule 15c2-11, the “Piggyback” Exception and Secondary Trading Markets

OTC Markets Group Inc. (“OTC Markets Group”) operates the OTCQX® Best, OTCQB® Venture and Pink® Open markets for 10,000 securities. Our wholly-owned subsidiary, OTC Link LLC, operates OTC Link® ATS, an SEC regulated...more

NASAA Request for Comment on Statements of Policy

For offerings that require state securities registration and review, clients often are concerned about the merit regulation standards. Certain of NASAA’s Statements of Policy, for example, may pose significant issues. From...more

Private Secondary Markets and Rule 15c2-11

SEC Concerns with the “Piggyback” Exception of Rule 15c2-11 - Rule 15c2-11 (“Rule 15c2-11”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), sets forth procedures for the submission and...more

How Does Illinois’ Crowdfunding Law Stack Up To The Federal Options – A Comparative Summary

One of the questions I get asked most often is “how does the new Illinois crowdfunding exemption compare to the available Federal level crowdfunding options?” I love getting this question as it gives me a chance to really...more

Capital Formation Legislative Update

On March 22, 2016, Congressman French Hill introduced a bill, HR 4831, that would amend the 100-holder restriction on S corporations in the limited case of shares acquired through crowdfunded offerings or Regulation A...more

2016 Venture Capital Report

The 2016 Venture Capital Report provides an in-depth analysis of, and outlook for, the US and European venture capital markets. The report features industry and regional breakdowns, and a look at trends in venture capital...more

SEC Publishes Investor Guide for Crowdfunding

As part of its commitment to consumer education the U.S. Securities and Exchange Commission has published an Investors Guide to Crowdfunding. Referring to the upcoming May 16, 2016, start date, the SEC's publication is...more

In Case You Missed It - Interesting Items for Corporate Counsel - March 2016

For those gearing up for the 2015 conflict minerals report, due June 1, 2016, note that nothing on the legal front has changed. The D.C. Circuit Court’s ruling that requiring a company to state whether its products are “DRC...more

SEC Chair Addresses Advisory Committee on Small and Emerging Companies

On February 25, Securities and Exchange Commission Chair Mary Jo White addressed members of the SEC’s Advisory Committee on Small and Emerging Companies (Committee) at the opening of the Committee’s most recent meeting. As...more

House Financial Services Committee Mark-Up

On March 2, 2016, the Financial Services Committee will meet to mark up various proposed bills, including the following that relate to capital formation...more

SEC’s Advisory Committee Meeting

In connection with today’s meeting of the SEC’s Advisory Committee on Smaller and Emerging Companies, Chair White made introductory remarks.  Chair White touched on a number of the initiatives that the Advisory Committee had...more

Securities Law Considerations in Online Marketplace Lending

Online lending marketplaces have recently emerged as a prominent feature in credit markets. The rapid growth of the marketplace lending industry is reflected in the profusion of names that have been used to describe this type...more

NASAA Requests Comments on Proposed Rule and Notice Form for Tier 2 Regulation A Offerings

On January 27, 2016, the Corporation Finance Section of the North American Securities Administrators Association (NASAA) requested comments on a proposed model rule and uniform notice filing form aimed at simplifying the...more

JOBS Act Quick Start – A Brief Overview of the JOBS Act, 2016 Update

Many market participants were taken by surprise by the enactment of the Jumpstart Our Business Startups (JOBS) Act. The JOBS Act, HR 3606, was passed by the United States House of Representatives on March 8, 2012. On March...more

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