Regulation A+ Offerings—A New Era at the SEC

The Harvard Law School Forum on Corporate Governance and Financial Regulation 2014-01-15


Editor's Note: The following post comes to us from Samuel S. Guzik, founder and principal of Guzik & Associates.

December 18, 2013 may well mark an historic turning point in the ability of small business to effectively access capital in the private and public markets under the federal securities regulatory framework. On that day the Commissioners of the U.S. Securities and Exchange Commission met in open session and unanimously authorized the issuance of proposed rules [1] intended to implement Title IV of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”)—a provision widely labeled as “Regulation A+”—and whose implementation is dependent upon SEC rulemaking. Title IV, entitled “Small Company Capital Formation”, was intended by Congress to expand the use of Regulation A—a little used exemption from a full blown SEC registration of securities which has been around for more than 20 years—by increasing the dollar ceiling from $5 million to $50 million. Both the scope and breadth of the SEC’s proposed rules, and the areas in which the SEC expressly seeks public comment, appear to represent an opening salvo by the SEC in what is certain to be a fierce, long overdue battle between the Commission and state regulators, the SEC determined to reduce the burden of state regulation on capital formation—a burden falling disproportionately on small business—and state regulators seeking to preserve their autonomy to review securities offerings at the state level.

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accounting & disclosure legislative & regulatory developments practitioner publications securities regulation blue sky laws capital formation crowdfunding disclosure exchange act guzik & associates investor protection jobs act private firms registration exemptions regulation a rule 506 samuel guzik sec sec rulemaking small firms solicitation state law


Noam Noked, co-editor, HLS Forum on Corporate Governance and Financial Regulation,

Date tagged:

01/15/2014, 13:30

Date published:

01/15/2014, 09:02