October 31, 2020

Volume X, Number 305


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October 28, 2020

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SEC Proposes Rule Changes to Harmonize and Simplify Offering Exemptions

On March 4, the Securities and Exchange Commission voted to propose a set of amendments (the Proposal) to “harmonize, simplify and improve the exempt offering framework to promote capital formation and expand investment opportunities while preserving and enhancing important investor protections,” according to the SEC’s press release announcing the Proposal. As highlighted in the press release, if adopted, the Proposal would, among other things:

  • increase the offering limits for Regulation A, Regulation Crowdfunding and Rule 504 offerings and revise certain related individual investment limits;

  • set clear and consistent rules governing offering communications between investors and issuers, providing greater certainty to issuers and protection to investors, including permitting certain “demo day” activity without violating the prohibition on general solicitation;

  • address in one rule the ability of issuers to move from relying on one exemption to another and ultimately to a registered offering; and

  • harmonize certain disclosure and eligibility requirements and bad actor disqualification events to decrease differences between exempt offerings.

The SEC is soliciting comments on the Proposal for a period of 60 days after publication in the Federal Register.

The full text of the Proposal is available here, and the press release and fact sheet are available here.

©2020 Katten Muchin Rosenman LLPNational Law Review, Volume X, Number 66



About this Author


Alyse Sagalchik concentrates her practice on corporate matters, with an emphasis on mergers and acquisitions, joint ventures, private equity and securities transactions. Alyse also advises companies on a broad range of general corporate, federal securities laws and corporate governance matters, including Securities Exchange Act of 1934 reporting and disclosure matters. She has represented strategic and financial buyers and sellers in M&A transactions ranging in value from $10 million to more than $15 billion and spanning a wide variety of industries, including health...

Mark Reyes Securities Lawyer Katten Muchin law firm Chicago office

Mark J. Reyes concentrates his practice in corporate and securities matters, including representing issuers and investors in public offerings and private placements of equity and debt securities and advising clients in complex corporate transactions such as mergers, acquisitions, private investments in public equity (PIPEs), private equity investments and joint ventures. He also counsels public companies on securities law compliance, disclosures and corporate governance matters.

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