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Category: Regulation A

Regulation A: The first issuer has completed the NASAA coordinated review process to qualify to sell securities in multiple states under Regulation A. As the first and only issuer to complete this process, the issuer (Groundfloor Finance, Inc.) took the time to write a comment letter to the SEC with respect to its Regulation A+ rulemaking and in particular to discuss its experience with the NASAA coordinated review process. The issuer’s comment letter was followed by a letter to SEC Chair Mary Jo White from the House Financial Services Committee requesting that the SEC study the NASAA Coordinated Review Program…

SEC Publishes Report on Access to Capital and Market Liquidity

On August 8, 2017 the SEC Division of Economic and Risk Analysis (DERA) published a 315-page report describing trends in primary securities issuance and secondary market liquidity and assessing how those trends relate to impacts of the Dodd-Frank Act, including the Volcker Rule. The report examines the issuances of debt, equity and asset-backed securities and reviews liquidity in… Continue reading “SEC Publishes Report on Access to Capital and Market Liquidity”

OTC Markets Petitions The SEC To Expand Regulation A To Include SEC Reporting Companies

On June 6, OTC Markets filed a petition for rulemaking with the SEC requesting that the SEC amend Regulation A to expand the eligibility criteria to include all small issuers, including those that are subject to the Securities Exchange Act of 1934 (“Exchange Act”) reporting requirements and to allow “at-the-market offerings.” Background On March 25, 2015, the… Continue reading “OTC Markets Petitions The SEC To Expand Regulation A To Include SEC Reporting Companies”

Road Shows

We often hear the words “road show” associated with a securities offering. A road show is simply a series of presentations made by company management to key members of buy-side market participants such as broker-dealers that may participate in the syndication of an offering, and institutional investor groups and money managers that may invest into an offering.… Continue reading “Road Shows”

The SEC Has Issued New C&DI Guidance On Regulation A+

On November 17, 2016, the SEC Division of Corporation Finance issued three new Compliance and Disclosure Interpretations (C&DI) to provide guidance related to Regulation A/A+. Since the new Regulation A+ came into effect on June 19, 2015, its use has continued to steadily increase.  In my practice alone I am noticing a large uptick in broker-dealer-placed Regulation… Continue reading “The SEC Has Issued New C&DI Guidance On Regulation A+”

Testing The Waters; Regulation A+ And S-1 Public Offerings – Part 2

The JOBS Act enacted in 2012 made the most dramatic changes to the landscape for the marketing and selling of both private and public offerings since the enactment of the Securities Act of 1933.  These significant changes include: (i) the creation of Rule 506(c), which came into effect on September 23, 2013, and allows for… Continue reading “Testing The Waters; Regulation A+ And S-1 Public Offerings – Part 2”

Testing The Waters; Regulation A+ And S-1 Public Offerings – Part 1

The JOBS Act enacted in 2012 made the most dramatic changes to the landscape for the marketing and selling of both private and public offerings since the enactment of the Securities Act of 1933.  These significant changes include: (i) the creation of Rule 506(c), which came into effect on September 23, 2013 and allows for… Continue reading “Testing The Waters; Regulation A+ And S-1 Public Offerings – Part 1”

State Blue Sky Concerns; Florida and New York

I have often written about state blue sky compliance and issues in completing offerings that do not pre-empt state law, including Tier 1 of Regulation A+ and initial or direct public offerings on Form S-1. I’ve also often expressed my opinion that the SEC, together with FINRA, is best suited to govern most securities-related registrations and exemptions,… Continue reading “State Blue Sky Concerns; Florida and New York”

More On Regulation A/A+; Thoughts On The Practical Effects And New SEC Guidance

On March 25, 2015, the SEC released final rules amending Regulation A. The new rules are commonly referred to as Regulation A+.  The existing Tier I Regulation A, which does not preempt state law, has been increased to $20 million and the new Tier 2, which does preempt state law, allows a raise of up to… Continue reading “More On Regulation A/A+; Thoughts On The Practical Effects And New SEC Guidance”