January 26, 2022

Volume XII, Number 26

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January 25, 2022

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January 24, 2022

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SEC Adopts Final Rules on Regulation A+

On March 25, 2015, the Securities and Exchange Commission (SEC) adopted final rules to amend Regulation A pursuant to the mandate under Title IV of the Jumpstart Our Business Startups Act (JOBS Act) that directed the SEC to create an exemption from registration under new sections 3(b)(2)-(5) of the Securities Act of 1933, as amended (Securities Act), for offerings of up to $50 million of securities within a 12-month period.

The amendments to Regulation A, commonly known as “Regulation A+,” are designed to “jumpstart” Regulation A and spur capital formation by addressing certain impediments in the old Regulation A framework. The rules will become effective on or about June 19, 2015.

While the final rules substantially implement the proposed rules, there are important modifications, including new resale restrictions for affiliates and investment limitations for non-accredited investors, as discussed in more detail below. The final rules also provide federal preemption of state securities law requirements for Regulation A+ offerings in excess of $20 million, provided certain conditions are met, which was a point of contention between the SEC and state regulators during the commenting period.

Copyright © 2022 by Morgan, Lewis & Bockius LLP. All Rights Reserved.National Law Review, Volume V, Number 120
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About this Author

Albert Lung, Morgan Lewis, Securities lawyer
of counsel

Albert Lung advises companies throughout the United States and abroad on capital market transactions, corporate governance, and securities laws. His clients include publicly listed companies and investment banking firms in emerging technology, biotechnology, software, and life sciences fields. Albert advises clients in public and private offerings, compliance with US Securities and Exchange Commission (SEC) regulations and disclosure requirements, NASDAQ/NYSE listing requirements, corporate governance, investors communications, and a variety of other general corporate...

650.843.7263
David Sirignano, Morgan Lewis, Corporate securities lawyer
Partner

David A. Sirignano focuses on international and domestic corporate finance, mergers and acquisitions (M&A), and US Securities and Exchange Commission (SEC) and Financial Industry Regulatory Authority (FINRA) regulation. David represents foreign and domestic public companies, broker-dealers, underwriting syndicates, investment managers, and private funds with respect to issues arising under US federal securities laws, including SEC and FINRA registration and reporting obligations, disclosure issues, and insider trading and trading practice regulation.

202-739-5420
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