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SEC Requests Public Comment on Improving Private Security Offering Exemptions

On June 18, the Securities and Exchange Commission requested public comment on ways to simply harmonize and improve the private securities offering exemptions from registration under the Securities Act of 1933. In its concept release, the SEC indicated that it “believe[s] our capital markets would benefit from a comprehensive review of the design and scope of our framework for offerings that are exempt from registration” in order to develop a “framework to promote capital formation and expand investment opportunities.”

The concept release identifies a number of topics to be addressed, including evaluating the overall framework and coverage of the private securities offering exemptions, adjusting the limitations on who should be permitted to invest in particular exempt offerings and in what amounts, facilitating issuer transition from one offering to another, expanding the role of pooled investment vehicles, including increasing the exposure of retail investors to early-stage companies through pooled investment funds, and updating secondary trading rules with respect to securities that were offered in an exempt offering.

The public comment period for the concept release will remain open for 90 days following publication of the release in the Federal Register.

The SEC press release and fact sheet is available here.

The SEC concept release is available here.

©2019 Katten Muchin Rosenman LLP


About this Author

Michael T. Foley, Katten, Lawyer, Finance, FINRA, Chicago
Special Counsel

Michael Foley represents broker-dealers, investment advisers and other financial services industry participants with respect to a broad spectrum of legal and regulatory matters arising under the federal securities laws.

Michael has nearly 20 years of experience in private practice and in-house at both a large, full-service broker-dealer and at an online discount broker-dealer, advising broker-dealers and other financial institutions regarding compliance with the federal securities and commodities laws, and with the regulations of the US Securities and Exchange...


Timothy Kertland concentrates his practice on transactional, corporate and regulatory aspects of financial services matters. Timothy is able to provide legal services to a wide variety of clients including proprietary trading firms, hedge funds, broker-dealers, registered investment advisers, and commodity trading advisers.

While in law school, Timothy served as an editor of the Virginia Tax Review. As a first-year law student, he represented the University of Virginia School of Law at the National Transactional LawMeets Competition.