Regulation A

News & Analysis as of

SEC Qualifies Largest Crowdfunding Offering Ever; Offered On StartEngine

The SEC has qualified the Regulation A+ offering of Elio Motors which plans to make small cars costing about $7,000. Elio plans a maximum offering size of $25 million. The offering is being made through the facilities of...more

How Many Regulation A+ Offerings Has the SEC Qualified?

Registered statements are “declared effective” by the SEC; Regulation A+ offering documents are “qualified” by the SEC, and when it happens an EDGAR document called “QUALIF” is generated. Per my review, the following...more

SEC Proposes to Ease Intrastate Offering Exemption to Facilitate Crowdfunding

The SEC has proposed amendments to Rule 147 under the Securities Act of 1933, which currently provides a safe harbor for compliance with the Section 3(a)(11) exemption from registration for intrastate securities offerings....more

Market Update

At today’s Practising Law Institute conference on Private Placements and Hybrid Securities Offerings program, a representative of the SEC Staff shared some statistics on Rule 506 offerings. Since the September 2013 effective...more

Uniform Disclosure Requirements: Possible or Aspirational?

Now that the Advisory Committee on Small and Emerging Companies and various industry groups are focused on the possibilities associated with modernizing Rule 147 and possibly reviewing the requirements for the Rule 504 and...more

What's Market? Update: Securities

Amendments to Regulation A adopted by the SEC to comply with a mandate in the JOBS Act took effect on June 19, 2015. Regulation A as amended (often referred to as “Regulation A+”) expands the maximum aggregate amount that...more

Updated OTCQX and OTCQB application guides for Reg A+ Issuers

In response to feedback from issuers, the OTC Markets Group has released updated guides outlining the application process to join their OTCQX Best Market and OTCQB Venture Market trading platforms for companies conducting...more

EXPECT FOCUS: Onboard Technology, NAIC Cybersecurity, DOL, ACA Litigation, SEC Regulation (Vol. III, Summer 2015)

In This Issue: IN THE SPOTLIGHT - - Your Data Breach Collided With My Personal Injury Coverage LIFE INSURANCE - - Phantom Injury Dooms “Shadow Insurance” Case - Latest NAIC Cybersecurity News - A...more

States Challenge SEC Regulation A+

Massachusetts and Montana have taken the highly unusual step of suing the SEC over a recent amendment to Regulation A under the Securities Act of 1933. The SEC adopted "Regulation A+" (as the amended regulation is...more

No Portal Necessary

With increasing frequency, we are asked whether an issuer that is considering a Regulation A offering is required to engage or use the services of a funding portal. In short, NO. A funding portal is a new type of financial...more

The Financial Report - Volume 14, No. 18 - September 2015 (Global)

Casino games are designed with a house advantage. Mathematically, the house advantage is a measure of how much the house expects to win, expressed as a percentage of the player’s wager. The house advantage is the difference...more

Regulation A Roundup - September 2015

This week marks the three-month anniversary of the effective date of Regulation A. Of course, given this limited experience, it may be premature to comment on market developments. Instead, below we summarize significant...more

Financial Services Weekly News - September 2015 #2

Regulatory Developments: DOL Releases Transcripts of Fiduciary Standard Hearings - The Department of Labor (DOL) has released the transcripts of the hearings held by the agency in August on its proposed fiduciary...more

Friend of the Court and Friend of the Little Guy? State Securities Regulators Tell D.C. Circuit in Amicus Brief that SEC’s...

On September 2, 2015, the North American Securities Administrators Association (NASAA) filed an amicus brief siding with Montana and Massachusetts in a bid to overturn the SEC’s new capital-raising rule, titled Regulation A...more

Crowdfunding 101: The Four Types You Need To Know

This post was originally written by Dylan Rochon, 2015 Foley & Lardner LLP Startup Connector. The term “crowdfunding” is closely associated with websites such as and These sites provide a...more

Regulation A+ Gives a Powerful Tool to Small Companies

The JOBS Act of 2012 was meant to loosen the regulations regarding private equity, opening up new classes of investors and freeing entities seeking new investment from solicitation rules put in place before color television...more

SEC Adopts Regulation A+

Newly adopted exemption to securities registration requirements may offer new capital raising opportunities for developing companies - A company that seeks to raise capital by offering or selling securities to potential...more

States File First Brief in Regulation A+ Challenge

Montana and Massachusetts have filed their first brief in their Regulation A+ challenge. They are not happy because Tier 2 offerings under Regulation A+ preempt state review of the offering. Under the text of the rule Tier 2...more

The JOBS Act - The key to a kinder, gentler public offering?

For most companies, making a public offering of their shares is nearly impossible. Historically, this has been the case because the costs and challenges of going public, let alone being public, significantly outweighed the...more

Glossary of Important Securities Regulation Terms and Definitions

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

Teaching An Old Dog New Tricks: Regulation A+ - Final Rules Amending Regulation A And the Creation of a Viable Small Issues...

Early Indications of market impact from Regulation A+ - Historically, Regulation A has been the poor cousin of the Securities Laws exemption from full-blown registration requirements, rarely used. Since the modifications...more

Regulation A+ deserves a “D” for Disappointment

Ordinary investors have largely been excluded from opportunities to invest in tech startups due to federal securities laws. Under the Securities Act of 1933, issuers could sell their securities without burdensome disclosure...more

Access to Capital for Small Businesses: SEC Adopts Final Rules to Implement "Regulation A+" Offering Exemption Under the JOBS Act

The new Regulation A offering exemption, which the SEC recently adopted under Title IV of the JOBS Act, has taken effect. The new rules, also known as “Regulation A+,” permit unregistered public offerings of up to US$50...more

New Era of Capital Raising: Sorting Through the JOBS Act’s New Capital Raising Rules

Since the enactment of the Jumpstart Our Business Startups Act (the “JOBS Act”) in 2012, the Securities and Exchange Commission (“SEC“) has slowly been making its way through the titles to the JOBS Act to promulgate the final...more

Briefing on Regulation A+ Challenge to Extend Though November

The United States Court of Appeals for the District of Columbia has entered a briefing schedule in Montana’s and Massachusetts’ challenge to Regulation A+. The states’ briefs are due August 26, the SEC’s brief is due...more

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