SEC increases Rule 701 disclosure threshold and issues concept release on updating compensatory offering rules

The SEC recently amended Securities Act Rule 701, which provides a registration exemption for securities sold by non-reporting companies to their employees and other covered persons under compensatory arrangements. The amendment revises Rule 701(e) to increase from US$5 million to US$10 million the limit on the aggregate sales price or amount of securities a company may sell during any consecutive 12-month period without having to deliver additional disclosure to offerees. The amendment became effective on July 23. Companies may rely on the increased disclosure threshold for offerings that were ongoing when the amendment became effective, as well as for offerings they initiate after the effective date.

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