The SEC Pulse

S&W Client Advisory: SEC Adopts “Regulation A+” Creating a New Category of Exempt Private Placements

Posted by Howard Berkenblit on April 9, 2015 at 5:18 PM

The SEC has adopted new rules that provide for an additional category of offerings exempt from registration under the Securities Act. This new “Regulation A+” restatement of the Regulation A exemption was mandated by the JOBS Act and is intended to make the previously underutilized Regulation A more useful to smaller companies engaged in capital-raising offerings.

Click below to read the complete Client Advisory, co-authored by S&W attorneys Howard Berkenblit, Ed Miller and Will Hanson.

View Advisory

Topics: the JOBS Act, Regulation A, Regulation A exemption, Tier 1, Tier 2, offerings

Regulation "A+" adopted by SEC

Posted by Howard Berkenblit on March 25, 2015 at 12:06 PM

The SEC today adopted final rules to update and expand Regulation A, an existing exemption from registration for smaller issuers of securities. The rules are mandated by Title IV of the Jumpstart Our Business Startups (JOBS) Act. The updated exemption will enable smaller companies to offer and sell up to $50 million of securities in a 12-month period, subject to eligibility, disclosure and reporting requirements. 

The final rules, often referred to as Regulation A+, provide for two tiers of offerings: Tier 1, for offerings of securities of up to $20 million in a 12-month period, with not more than $6 million in offers by selling security-holders that are affiliates of the issuer; and Tier 2, for offerings of securities of up to $50 million in a 12-month period, with not more than $15 million in offers by selling security-holders that are affiliates of the issuer. Both Tiers are subject to certain basic requirements while Tier 2 offerings are also subject to additional disclosure and ongoing reporting requirements.

The final rules also provide for the preemption of state securities law registration and qualification requirements for securities offered or sold to "qualified purchasers" in Tier 2 offerings. Tier 1 offerings will be subject to federal and state registration and qualification requirements, and issuers may take advantage of the coordinated review program developed by the North American Securities Administrators Association (NASAA).

Topics: the JOBS Act, SEC, Regulation A, Jumpstart Our Business Startups, qualified purchasers

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The SEC Pulse provides updates and commentary from our Capital Markets Group on issues affecting publicly traded and privately owned businesses, investment banks and foreign companies who trade or raise capital in the United States, and boards of directors and company officers in securities transactions and corporate governance matters. 

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