SEC Publishes Small Entity Compliance Guide on Regulation "A+" | Practical Law

SEC Publishes Small Entity Compliance Guide on Regulation "A+" | Practical Law

The SEC published a small entity compliance guide on the amendments to Regulation A under the Securities Act, which becomes effective on June 19, 2015.

SEC Publishes Small Entity Compliance Guide on Regulation "A+"

Practical Law Legal Update 7-616-5637 (Approx. 3 pages)

SEC Publishes Small Entity Compliance Guide on Regulation "A+"

by Practical Law Corporate & Securities
Published on 18 Jun 2015 • USA (National/Federal)
The SEC published a small entity compliance guide on the amendments to Regulation A under the Securities Act, which becomes effective on June 19, 2015.
On June 18, 2015, the SEC published a small entity compliance guide on the amendments to Regulation A under the Securities Act, which becomes effective on June 19, 2015. Amended Regulation A, often referred to as Regulation "A+" to indicate it is an improved and modernized version of this long-standing exemption from SEC registration, allows non-reporting companies to raise up to $50 million in "mini-public offerings" qualified by the SEC.
The small entity compliance guide provides a summary of amended Regulation A. It also:
  • Provides transition guidance for issuers conducting sales of securities under a Regulation A offering statement qualified by the SEC before June 19, 2015. Among other things, the guidance clarifies that these offerings are considered Tier 1 offerings after June 19, 2015. These offerings must begin complying with the Tier 1 rules, including the requirement to make filings electronically, at the time of their next filing under Regulation A. Issuers that wish to transition an offering qualified before June 19, 2015 to a Tier 2 offering must file a post-qualification amendment.
  • Provides transition guidance for issuers that are in the review process for the qualification of a Regulation A offering statement based on materials filed before June 19, 2015. Among other things, the guidance clarifies that these issuers are required to begin complying with amended Regulation A, including the requirement to make filings electronically. An issuer in this circumstance may elect to proceed with its offering under Tier 1 or Tier 2, provided it complies with the requirements of the relevant tier.
  • Highlights that Regulation A allows parties to seek from the SEC waivers of disqualification under Regulation A's "bad actor" disqualification provision. The guide refers interested parties to staff guidance on the waiver process and information on past waivers. It also notes that staff in the SEC's Office of Small Business Policy are available to discuss concerns about waivers.
For more information on amended Regulation A, see Practice Note, Regulation "A+" Offerings under Amended Regulation A and Regulation A Summary Chart: Tier 1 and Tier 2.