News & Analysis as of

Regulation A Securities Exchange Act

Goodwin

Regulation A+ SEC Developments - Recent SEC Enforcement Proceedings and SEC Comment Letter Trends

Goodwin on

In March 2015, the Securities and Exchange Commission (SEC) adopted amendments to Regulation A, which expanded the Regulation A exemption from the Securities Act of 1933 (the Securities Act) registration for public offerings...more

Whitman Legal Solutions, LLC

Selling Real Estate Securities: Promoter Compensation (and why Kim Kardashian is paying a $1.26 million settlement to the SEC)

On September 30, 2022, the SEC charged Jonathan William Mikula and five other individuals with securities fraud for promoting securities without disclosing their compensation. The issuers of those securities also were charged...more

Dorsey & Whitney LLP

The Lights Could Go Out on Over-the-Counter Companies on September 28, 2021

Dorsey & Whitney LLP on

On September 28, 2021, companies trading in the United States over-the-counter securities markets (“OTC Markets”) that do not comply with amended Rule 15c-211 will no longer be eligible for quotation on the OTC Markets,...more

Mintz - Securities & Capital Markets...

SEC Harmonizes and Improves “Patchwork” Private Offering Framework

On November 2, the SEC adopted amendments designed to harmonize and simplify the existing, complicated framework of private offering exemptions—the primary method by which private companies raise capital. The amendments...more

Buchalter

SEC “Harmonizes” Exempt Offering Framework

Buchalter on

On November 2, 2020, the Securities and Exchange Commission voted to harmonize, simplify, and improve the current tangled framework for exempt securities offerings, a move intended to promote capital formation and expand...more

Goodwin

SEC Commissioner Peirce Proposes Safe Harbor for Blockchain Developers

Goodwin on

Speaking at the International Blockchain Congress in Chicago on February 6, 2020, SEC Commissioner Hester Peirce proposed a safe harbor from U.S. securities laws so that developers of blockchain protocols could offer and sell...more

Wilson Sonsini Goodrich & Rosati

A Question To The SEC After The Block.One Settlement: Has The Sec Decided To Be Less Aggressive In Sanctioning Violations By...

Until September 30, 2019, Securities and Exchange Commission (“SEC”) enforcement actions in the crypto industry conveyed a consistent message: most crypto is a security, and if a token issuer does not follow the registration...more

Dechert LLP

SEC Proposes to Expand “Test-the-Waters” Modernization Reform to All Issuers

Dechert LLP on

On February 19, 2019, the U.S. Securities and Exchange Commission (the “SEC”) proposed new rule 163B under the Securities Act of 1933, as amended (the “Securities Act”), which would permit all issuers, not just Emerging...more

Amundsen Davis LLC

Public Companies May Now Offer Securities Under Regulation A+

Amundsen Davis LLC on

SEC-reporting companies are now able to issue securities under Regulation A+, as the federal limited-offering exemption revised in 2015 is commonly known. As of January 31, 2019, companies subject to the reporting...more

Bass, Berry & Sims PLC

SEC Amends Rules to Permit Existing Reporting Companies to Offer Securities Pursuant to Regulation A+; Updated and Revised...

In response to the mandate of the Economic Growth, Regulatory Relief, and Consumer Protection Act, the Securities and Exchange Commission recently issued final rule amendments permitting companies reporting under Section 13...more

Pillsbury Winthrop Shaw Pittman LLP

Exchange Act Reporting Companies Receive Green Light to Use Regulation A

SEC adopts final rules to allow reporting companies to use Regulation A to conduct unregistered securities offerings. Reporting companies may use Regulation A to conduct securities offerings of up to $50 million in a...more

Sheppard Mullin Richter & Hampton LLP

Regulation A May Prove Useful Alternative to Form S-4 Registration for Public Companies Doing Smaller M&A Deals

Last month, the U.S. Securities and Exchange Commission (“SEC”) announced it had adopted final rules to amend certain parts of Regulation A promulgated under the Securities Act of 1933 (“Securities Act”). These new rules...more

Whitman Legal Solutions, LLC

An A Isn't the Same for Everyone — Why Regulation A+ Might be a B or C for Real Estate Funds

Regulation A+ - In 2015, the US Securities and Exchange Commission (SEC) adopted what has become known as Regulation A+. Like transposing instruments, Regulation A+ was designed to make it easier for small businesses to...more

Harris Beach PLLC

SEC Amendments Expand Use of Regulation A to Reporting Companies

Harris Beach PLLC on

Reporting companies that seek to raise capital will soon be able to rely on the Regulation A offering exemption, as a result of amendments recently adopted by the Securities and Exchange Commission (SEC). The expansion of...more

Ballard Spahr LLP

SEC Adopts Final Rule Expanding Regulation A Exemption to Exchange Act Reporting Companies

Ballard Spahr LLP on

The Securities and Exchange Commission (SEC) last week adopted a final rule amending Regulation A to broaden eligibility for its exemption from full SEC registration. ...more

Farrell Fritz, P.C.

SEC Reporting Companies Now Regulation A+ Eligible

Farrell Fritz, P.C. on

On December 19, 2018, the Securities and Exchange Commission issued final rules to permit reporting companies under the Securities Exchange Act to offer securities under Regulation A (affectionately referred to often as...more

Mayer Brown Free Writings + Perspectives

Legal Update: SEC Expands Regulation A Exemption to Exchange Act Reporting Companies

On December 19, 2018, the US Securities and Exchange Commission (the Commission) amended Rule 251 and Rule 257 of the Securities Act of 1933, as amended (the Securities Act), which are part of Regulation A, i order to allow...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Adopts Final Rules to Allow Exchange Act Reporting Companies to Use Regulation A

The Securities and Exchange Commission (SEC) adopted final rules to allow reporting companies to rely on the Regulation A exemption to conduct securities offerings of up to $50 million in a 12-month period without Securities...more

Cooley LLP

Blog: SEC allows public companies to use Regulation A

Cooley LLP on

As required by the Economic Growth, Regulatory Relief, and Consumer Protection Act, the SEC adopted final rules to allow public reporting companies to rely on the Reg A exemption from registration for their securities...more

Dorsey & Whitney LLP

New Law Allows for Regulation A+ Offerings by Reporting Companies

Dorsey & Whitney LLP on

On May 24, the Economic Growth, Regulatory Relief, and Consumer Protection Act (the “Act”) was signed into law. One of the purposes of the Act is to encourage capital formation by directing the Securities and Exchange...more

Morrison & Foerster LLP - JOBS Act

SEC Staff Guidance on Regulation A Offerings

On March 31, 2017, the SEC Staff published five Compliance and Disclosure Interpretations (C&DIs) relating to Regulation A. ...more

Stinson - Corporate & Securities Law Blog

Regulation A+ Issuer Aims for NYSE MKT Listing

Myomo, Inc. has had an offering statement qualified by the SEC in which it discloses an intent to apply to list its common stock on the NYSE MKT LLC. The offering seeks to raise $15 million on a “best efforts” basis without...more

Morrison & Foerster LLP - JOBS Act

SEC Issues Order Temporarily Suspending Issuer’s Ability to Utilize Regulation A

On February 28, 2017, the SEC issued an order (the “Order”) temporarily suspending the ability of Web Debt Solutions, LLC (“Web Debt”) to utilize Regulation A, pursuant to its authority under Securities Act Rule 258. The...more

Allen Matkins

Should Tweener Corporations Include This Provision In Their Equity Compensation Plans?

Allen Matkins on

I have previously commented on the phenomenon of what I call the “tweener” corporation. See Will The Rise Of Tweener Corporations Increase Focus On California’s Annual Report Statute? These are corporations that are not...more

Morrison & Foerster LLP - JOBS Act

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

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