JOBS Act

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The Securities and Exchange Commission’s Advisory Committee on Small and Emerging Companies (Committee) met on June 3 to discuss various topics including (1) SEC rules with respect to intrastate crowdfunding; (2) the effectiveness of the current public company disclosure regime; (3) rules and market structure matters relevant to venture exchanges; and (4) the SEC’s treatment of “finders” who facilitate capital raising for small companies. The Committee also provided a written recommendation to the SEC to formalize the so-called “Section 4(a)(1½)” exemption from registration under the Securities Act of 1933 (1933 Act).
Continue Reading Meeting of the SEC Advisory Committee on Small and Emerging Companies

On March 25, the Securities and Exchange Commission adopted final rules that will expand the exemption from registration under the Securities Act of 1933 provided by Regulation A to include an exemption for up to $50 million of securities sold during a 12-month period in accordance with the new rules. This new exemption, which is often referred to as Regulation A+, implements Section 401 of The Jumpstart Our Business Startups Act (JOBS Act) (adding Section 3(b)(2) of the Securities Act), which required the SEC to adopt rules that would have the effect of updating and expanding Regulation A. The final rules address a number of comments received by the SEC in response to its December 2013 proposal, which was discussed in a prior edition of Corporate and Financial Weekly Digest.
Continue Reading SEC Adopts Final Rules for Regulation A+ Offerings

On December 18, 2014, the Securities and Exchange Commission proposed rule amendments that, if adopted, would modify SEC rules governing registration under Section 12(g) of the Securities Exchange Act of 1934 (Exchange Act), termination of registration under Section 12(g) of the Exchange Act and suspension of reporting obligations under Section 15(d) of the Exchange Act to reflect the thresholds enacted by Titles V and VI of the Jumpstart Our Business Startups Act (JOBS Act). Titles V and VI of the JOBS Act, which became effective upon adoption, raised the threshold for registration from 500 holders of record and total assets exceeding $1 million to either 2,000 holders or (except for banks and bank holding companies) 500 holders who are not accredited investors and total assets exceeding $10 million. The JOBS Act also raised the threshold at which a bank or bank holding company (but not other registrants) may terminate or suspend the registration of a class of its securities under the Exchange Act from 300 to 1,200 persons.
Continue Reading SEC Proposes Rule Amendments to Implement JOBS Act Registration Thresholds