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 state notification requirements for Regulation A Tier 2 offerings. One of the most significant concerns regarding the proposed amendments to Regulation A was… Continue Reading
On May 22, 2014, Sebastian Gomez Abero, Chief of the Office of Small Business Policy of the Division of Corporation Finance of the SEC, spoke about the SEC’s crowdfunding and Regulation A+ proposals. Mr. Gomez commented generally on a number of comments and questions raised by commenters to the proposals. Mr. Gomez also noted that… Continue Reading
On May 1st, the House Financial Services Committee will hold a hearing (see: http://financialservices.house.gov/calendar/eventsingle.aspx?EventID=377434) on various proposed bills related to the JOBS Act. One of the bills addresses the crowdfunding framework and would have the effect of striking Title III of the JOBS Act and reverting to the House version of the crowdfunding title in… Continue Reading
On April 8, Commissioner Aguilar and Commissioner Stein spoke at the North American Securities Administrators Association conference. Commissioner Aguilar noted in his remarks that “Regulation A-plus remains a work in progress, and no one can say what the ultimate outcome will be.” The Commissioner went on to note that a workable exemption would “attract issuers… Continue Reading
Today is the end of the comment period on the SEC’s proposing release concerning Regulation A+. A number of comment letters already have been filed and are available here: http://www.sec.gov/comments/s7-11-13/s71113.shtml. Additional comment letters are likely to be received in the next few days. The letters overwhelmingly support the SEC’s approach. In a recent speech, SEC… Continue Reading
Not unexpectedly, on February 19, 2014, the North American Securities Administrators Association sent a letter to the SEC objecting to the preemption of state authority over small corporate offerings by the SEC in its Regulation A+ Proposal and requesting a meeting with Chair White and the Corporate Finance leadership. The Proposal preempts state securities law… Continue Reading
On December 18, 2013, the SEC proposed rules to implement the mandate of Title IV of the JOBS Act by creating a framework for Section 3(b)(2) offerings. The JOBS Act permits non-reporting companies to conduct “mini” public offerings, or Regulation A+ exempt offerings to raise up to $50 million in proceeds. A Regulation A+ offering… Continue Reading
To date, the Jumpstart Our Business Startups Act (the JOBS Act) is best known for legalizing securities crowdfunding (better called ‘crowd investing’), lifting the ban on the mass marketing of private offerings, and fostering an IPO on-ramp for so-called emerging growth companies, like Twitter. But there’s more to the JOBS Act than these better publicized… Continue Reading
The proposed rules were published in today’s Federal Register. Review the proposed rules here: http://www.mofo.com/files/Uploads/Images/140123-FR-SEC-vol79-no15.pdf.
In this alert, titled “A+ Indeed” http://www.mofo.com/files/Uploads/Images/131219-Reg-A.pdf, we provide an overview of the SEC’s proposed amendments to Reg A. As we note in the alert, the SEC’s proposed rules move the United States one step closer to realizing the potential of the JOBS Act. We expect that over time, amended Regulation A has the potential… Continue Reading
The SEC released the text of the proposed rule amendments to implement Title IV of the JOBS Act by modernizing Regulation A. Please see here: http://www.sec.gov/rules/proposed/2013/33-9497.pdf If you missed today’s open meeting, you may be interested in the remarks of the SEC Chair, available here: http://www.sec.gov/News/Speech/Detail/Speech/1370540516714.
Today, the SEC released proposed rules to carry out the rulemaking mandate of Title IV of the JOBS Act. The proposed rules preserve and modernize the current framework of current Regulation A. The proposed rules would establish two tiers. The first tier would preserve the current offering threshold in Regulation A, which permits an issuer… Continue Reading
At the end of last week, the North American Securities Administrators Association (NASAA) submitted another comment letter on Reg A+, which now (given the SEC open meeting notice) seems particularly well timed. The NASAA letter highlights the proposed coordinated review process for Reg A+ offerings (see our prior posts on this). NASAA notes that the… Continue Reading
The SEC posted a notice that it will hold an open meeting on Wednesday, December 18, 2013 at 10:00 a.m to consider whether to propose rules and forms related to the offer and sale of securities pursuant to Section 3(b) of the Securities Act of 1933, as mandated by Title IV of the Jumpstart Our… Continue Reading
Today, the board of directors of the North American Securities Administrators Association, Inc. (NASAA) released materials for public comment relating to a new coordinated review by state securities regulators of Regulation A+ (Section 3(b)(2)) offerings. As we have written in prior posts, Title IV of the JOBS Act provides an exemption under Section 3(b)(2) for… Continue Reading
The SEC has made available the archived version of the webcast from the most recent meeting, held on May 1, 2013. The meeting included presentations from Duncan Niederauer, Chief Executive Officer of NYSE Euronext, and William Hambrecht, CEO of WR Hambrecht + Co., as well as discussions with several Commissioners. The webcast is accessible from… Continue Reading
The roadmap in this post, originally featured in the Fall/Winter 2012 issue of MoFo Tech, illustrates the various funding alternatives available to a company from inception to IPO or other liquidity event. This roadmap highlights new opportunities afforded to such companies by the JOBS Act. To read the accompanying articles, visit the MoFo Tech blog.
The SEC Staff is expected to provide some guidance through more FAQs confirming that an EGC should be able to rely on certain of the disclosure, communications and confidential submission benefits in the context of an exchange offer or a merger. Of course, it may be difficult to apply by analogy some of the JOBS… Continue Reading
Many practitioners have found that the most challenging questions about EGC status arise in connection with previously public entities that have undergone some organic change on or prior to December 8, 2011, such as a merger or a going-private transaction. There is no real guidance in the JOBS Act to answer some of these difficult… Continue Reading
The JOBS Act directed the GAO to undertake a study concerning the factors impeding greater use of currently Regulation A. The GAO study examines trends in Regulation A offerings, noting that the number of offerings increased from 1992 through 1997. This increase followed the SEC’s changes to the offering ceiling for Regulation A offerings from… Continue Reading
We’re reggae fans, and fans of Reg A. Chances are you may be more familiar with the offbeat rhythms of reggae, than with Regulation A. Regulation A was intended to allow smaller businesses, including banks and bank-holding companies, access to the capital markets without subjecting them to the high costs associated with registered public offerings. … Continue Reading